Transport for Greater Manchester v Thales Transport & Security Ltd

Transport for Greater Manchester v Thales Transport & Security Ltd

Clauses 27 and 28 require Thales to provide documents and records relating to performance and supply, including cost records and audit reports, subject to reasonable requests for auditing information supplied or verifying compliance. Confidentiality does not bar disclosure, but privilege may apply to documents prepared for litigation. Specific performance is ordered for categories where requests are sufficiently precise and reasonable.

Parties
Claimant: Transport for Greater Manchester; Defendant: Thales Transport & Security Limited
Jurisdiction
England and Wales
Judgment Date
21 December 2012
Procedural Posture
Civil / Judgment on Part 8 Claim for Specific Performance
Outcome
Specific performance granted in part; Thales ordered to provide specified categories of documents within six weeks, with permission to apply for more time and obligation to use reasonable endeavours for earlier compliance.
Legal Topics
Specific Performance, Disclosure of Documents, Contract Interpretation, Adjudication, Confidentiality
Contract Law Construction Law Specific Performance Disclosure of Documents Contract Interpretation Adjudication Confidentiality

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Parties

Transport for Greater Manchester

Claimant

Thales Transport & Security Limited

Defendant

Procedural Posture

Civil / Judgment on Part 8 Claim for Specific Performance

Legal Issues

  1. 1 Whether Thales is contractually obliged to provide documents and records requested by TGM under Clauses 27 and 28 of the Contract
  2. 2 Scope and meaning of Clauses 27 and 28 regarding disclosure
  3. 3 Reasonableness and specificity of TGM's requests

Ratio Decidendi

Clauses 27 and 28 require Thales to provide documents and records relating to performance and supply, including cost records and audit reports, subject to reasonable requests for auditing information supplied or verifying compliance. Confidentiality does not bar disclosure, but privilege may apply to documents prepared for litigation. Specific performance is ordered for categories where requests are sufficiently precise and reasonable.

Court Disposition

Specific performance granted in part; Thales ordered to provide specified categories of documents within six weeks, with permission to apply for more time and obligation to use reasonable endeavours for earlier compliance.

Orders

  • Thales to provide Tiger Team reports, internal and external audit reports, internal project reports on costs and delay, written procedures and policies for recording time and cost, documents relating to Job Collection Numbers, documents used to record time and costs, internal accounts of supplier and subcontractor...
  • No order for categories lacking specificity or reasonable prior request (e.g., contracts and purchase orders, records of payments, breakdown of labour costs, reasons for director departures, documentation relating to integration and performance of suppliers’ equipment, records demonstrating installation standards,...