Ultraframe (UK) Ltd v Tailored Roofing Systems Ltd

Ultraframe (UK) Ltd v Tailored Roofing Systems Ltd

It is not necessary to imply into the contract any term restricting Ultraframe from competing with or soliciting TRS's customers, as the express terms allowed such competition and no minimum purchase obligation existed. The suggested implied terms are neither necessary for business efficacy nor obvious. On the delivery issue, the evidence supports the finding that all goods in question were delivered to TRS, and a retrial would not yield a different result.

Parties
Appellant: Ultraframe (UK) Ltd; Respondent: Tailored Roofing Systems Ltd
Jurisdiction
England and Wales
Judgment Date
14 May 2004
Procedural Posture
Civil Appeal / Judgment on Appeal From Trial Court
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Repudiatory Breach, Delivery of Goods, Business Efficacy, Good Faith in Contracts
Contract Law Commercial Law Implied Terms Repudiatory Breach Delivery of Goods Business Efficacy Good Faith in Contracts

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Parties

Ultraframe (UK) Ltd

Appellant

Tailored Roofing Systems Ltd

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal From Trial Court

Legal Issues

  1. 1 Whether terms should be implied into the contract restricting Ultraframe from soliciting TRS's customers or acting to deliberately injure TRS's business
  2. 2 Whether Ultraframe delivered certain goods to TRS as claimed

Ratio Decidendi

It is not necessary to imply into the contract any term restricting Ultraframe from competing with or soliciting TRS's customers, as the express terms allowed such competition and no minimum purchase obligation existed. The suggested implied terms are neither necessary for business efficacy nor obvious. On the delivery issue, the evidence supports the finding that all goods in question were delivered to TRS, and a retrial would not yield a different result.

Court Disposition

Appeal dismissed