AGILISYS LIMITED AGAINST CGI IT UK LIMITED [2018] ScotCS CSOH_26 (21 March 2018)

AGILISYS LIMITED AGAINST CGI IT UK LIMITED [2018] ScotCS CSOH_26 (21 March 2018)

The exclusion clauses, properly construed in their contractual and commercial context, are clear and unambiguous in excluding liability for loss of business opportunities and profits, including the pursuer's claim under conclusion 5. There is no ambiguity or drafting error in the exclusion clauses themselves that would justify departing from their ordinary meaning. The court can determine the effect of the exclusion clauses without hearing further evidence of the factual matrix.

Citation
[2018] ScotCS CSOH_26
Parties
Pursuer: Agilisys Limited; Defender: CGI IT UK Limited
Jurisdiction
Scotland
Judgment Date
21 March 2018
Procedural Posture
Commercial Action (reparation for Loss of Business Opportunity) / Debate on Preliminary Issue (construction of Exclusion Clauses)
Outcome
Pursuer's claim for loss of business opportunities barred by exclusion clauses; defender's plea sustained.
Legal Topics
Exclusion of Liability Clauses, Contract Interpretation, Loss of Business Opportunity, Remedies for Breach of Contract
Contract Law Commercial Law Exclusion of Liability Clauses Contract Interpretation Loss of Business Opportunity Remedies for Breach of Contract

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 15 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Agilisys Limited

Pursuer

CGI IT UK Limited

Defender

Procedural Posture

Commercial Action (reparation for Loss of Business Opportunity) / Debate on Preliminary Issue (construction of Exclusion Clauses)

Legal Issues

  1. 1 Whether the exclusion clauses in the Subcontract bar the pursuer's claim for loss of business opportunities.
  2. 2 Whether the court can determine the effect of the exclusion clauses without hearing evidence of the factual matrix.

Ratio Decidendi

The exclusion clauses, properly construed in their contractual and commercial context, are clear and unambiguous in excluding liability for loss of business opportunities and profits, including the pursuer's claim under conclusion 5. There is no ambiguity or drafting error in the exclusion clauses themselves that would justify departing from their ordinary meaning. The court can determine the effect of the exclusion clauses without hearing further evidence of the factual matrix.

Court Disposition

Pursuer's claim for loss of business opportunities barred by exclusion clauses; defender's plea sustained.

Orders

  • Repel the pursuer's claim under conclusion 5 as excluded by the Subcontract's exclusion clauses.
  • No need for proof before answer on the construction of the exclusion clauses.