Canon Medical Systems Limited v The Imaging Centre Assets Limited & Ors

Canon Medical Systems Limited v The Imaging Centre Assets Limited & Ors

On the proper construction of the Master Agreement, CMS is obliged to pay TICM the full amount of rental income earned from rented First Fleet Units and a Canon Contribution for unrented Units at specified rates up to six Units (Golden Six, Last Six basis). CMS is also obliged to sell additional Units to TICM on reasonable request at best price. CMS breached the Master Agreement by failing to sell two CT Units in 2020, by renting its own Unit when a First Fleet Unit was available, and by facilitating CMSE rentals in the UK in competition with the First Fleet. TICM is privy to the Master Agreement and entitled to enforce it. Warranty/servicing charges are to be calculated at 6.5% per annum...

Parties
Claimant: Canon Medical Systems Limited; Defendant: The Imaging Centre Assets Limited; Defendant: The Imaging Centre Mobile Limited; Defendant: TIC Mobile Limited
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Commercial Contract Dispute / Final Judgment After Full Trial
Outcome
Judgment for TICM (Defendant/Counterclaimant) in part; declaratory and injunctive relief granted; nominal damages for certain breaches; monetary relief for underpaid rental income; other claims dismissed.
Legal Topics
Contract Interpretation, Breach of Contract, Damages, Injunctions, Third Party Rights, Non Competition Covenants
Contract Law Commercial Law Joint Ventures Contract Interpretation Breach of Contract Damages Injunctions Third Party Rights +1 more

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Parties

Canon Medical Systems Limited

Claimant

The Imaging Centre Assets Limited

Defendant

The Imaging Centre Mobile Limited

Defendant

TIC Mobile Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether the Master Agreement required CMS to pay TICM all rental income from rented First Fleet Units or only 50% of a prevailing rate
  2. 2 Whether CMS was obliged to pay a Canon Contribution for unrented Units and, if so, on what basis (Golden Six rule)
  3. 3 Whether CMS was obliged to sell additional Units to TICM to grow the First Fleet and on what terms

Ratio Decidendi

On the proper construction of the Master Agreement, CMS is obliged to pay TICM the full amount of rental income earned from rented First Fleet Units and a Canon Contribution for unrented Units at specified rates up to six Units (Golden Six, Last Six basis). CMS is also obliged to sell additional Units to TICM on reasonable request at best price. CMS breached the Master Agreement by failing to sell two CT Units in 2020, by renting its own Unit when a First Fleet Unit was available, and by facilitating CMSE rentals in the UK in competition with the First Fleet. TICM is privy to the Master Agreement and entitled to enforce it. Warranty/servicing charges are to be calculated at 6.5% per annum...

Court Disposition

Judgment for TICM (Defendant/Counterclaimant) in part; declaratory and injunctive relief granted; nominal damages for certain breaches; monetary relief for underpaid rental income; other claims dismissed.

Orders

  • CMS to pay TICM £966,495.56 for underpaid rental income up to July 2023, subject to adjustment for subsequent months and Golden Six calculation.
  • CMS to pay TICM damages for the Living Care contract breach in the sum of £354,383.85 less any Canon Contribution already credited for the relevant Unit and period.