HIGHLAND WOOD ENERGY LIMITED AGAINST THE HIGHLAND COUNCIL [2018] ScotCS CSOH_77 (17 July 2018)

HIGHLAND WOOD ENERGY LIMITED AGAINST THE HIGHLAND COUNCIL [2018] ScotCS CSOH_77 (17 July 2018)

The standard terms of supply (Schedule 4) of the framework agreement were incorporated into the call-off contract by reference to the definition of 'Call-off Contract' in the framework agreement. The contract was not void for error or misrepresentation, as there was no error as to the identity of the contracting party, only as to an attribute. The defenders' averments of personal bar and voidness were irrelevant. The pursuers were contractually obliged to provide remote monitoring within the agreed kWh rate, using the BMS system if available, otherwise by installing their own system at no extra cost. The 2-hour response time was a contractual obligation.

Citation
[2018] ScotCS CSOH_77
Parties
Pursuer: Highland Wood Energy Limited; Defender: The Highland Council
Jurisdiction
Scotland
Judgment Date
17 July 2018
Procedural Posture
Commercial Action (breach of Contract) / Debate (preliminary Hearing on Relevancy and Construction)
Outcome
Defenders' arguments on voidness and personal bar rejected; standard terms of supply held incorporated; pursuers' construction of remote monitoring and response time obligations rejected.
Legal Topics
Framework Agreements, Call Off Contracts, Misrepresentation, Incorporation of Terms, Personal Bar, Public Contracts (scotland) Regulations 2012
Contract Law Public Procurement Framework Agreements Call Off Contracts Misrepresentation Incorporation of Terms Personal Bar Public Contracts (scotland) Regulations 2012

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 13 Party arguments 2
Sign in to unlock

Parties

Highland Wood Energy Limited

Pursuer

The Highland Council

Defender

Procedural Posture

Commercial Action (breach of Contract) / Debate (preliminary Hearing on Relevancy and Construction)

Legal Issues

  1. 1 Whether the standard terms of supply (Schedule 4) of the framework agreement were incorporated into the call-off contract
  2. 2 Whether the call-off contract was void or voidable due to misrepresentation or error as to the pursuer's status as a framework service provider
  3. 3 Whether the pursuers were personally barred from denying they were bound by the framework agreement

Ratio Decidendi

The standard terms of supply (Schedule 4) of the framework agreement were incorporated into the call-off contract by reference to the definition of 'Call-off Contract' in the framework agreement. The contract was not void for error or misrepresentation, as there was no error as to the identity of the contracting party, only as to an attribute. The defenders' averments of personal bar and voidness were irrelevant. The pursuers were contractually obliged to provide remote monitoring within the agreed kWh rate, using the BMS system if available, otherwise by installing their own system at no extra cost. The 2-hour response time was a contractual obligation.

Court Disposition

Defenders' arguments on voidness and personal bar rejected; standard terms of supply held incorporated; pursuers' construction of remote monitoring and response time obligations rejected.

Orders

  • Standard terms of supply (Schedule 4) incorporated into the call-off contract.
  • Defenders' averments of voidness and personal bar excluded from probation.