TARMAC TRADING LIMITED AGAINST NETWORK RAIL INFRASTRUCTURE LIMITED [2018] ScotCS CSOH_33 (06 April 2018)

TARMAC TRADING LIMITED AGAINST NETWORK RAIL INFRASTRUCTURE LIMITED [2018] ScotCS CSOH_33 (06 April 2018)

The court held that the terms sought to be implied by the pursuer were not necessary to give the Undertaking business efficacy. The Undertaking was effective on its express terms, which referred only to the works authorised by the Bill (Work No. 27) and did not include any obligation to provide a connecting road or track to the quarry. The absence of any express provision for such a connection, despite detailed negotiation and professional involvement, indicated that no such obligation was intended. The contract was commercially and practically coherent without the implied terms, and the pursuer’s claim failed.

Citation
[2018] ScotCS CSOH_33
Parties
Pursuer: Tarmac Trading Limited; Defender: Network Rail Infrastructure Limited
Jurisdiction
Scotland
Judgment Date
06 April 2018
Procedural Posture
Commercial Action for Breach of Contract / Proof Before Answer on Preliminary Issue of Implied Terms
Outcome
Pursuer's case dismissed
Legal Topics
Implied Terms, Business Efficacy, Construction of Contracts, Damages for Breach of Contract
Contract Law Commercial Law Implied Terms Business Efficacy Construction of Contracts Damages 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 3 Authorities cited 4 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Tarmac Trading Limited

Pursuer

Network Rail Infrastructure Limited

Defender

Procedural Posture

Commercial Action for Breach of Contract / Proof Before Answer on Preliminary Issue of Implied Terms

Legal Issues

  1. 1 Whether it was necessary to imply terms into the Undertaking to provide continued access to Blairhill Quarry for business efficacy
  2. 2 Whether the Undertaking required Network Rail to provide a replacement access route to the quarry

Ratio Decidendi

The court held that the terms sought to be implied by the pursuer were not necessary to give the Undertaking business efficacy. The Undertaking was effective on its express terms, which referred only to the works authorised by the Bill (Work No. 27) and did not include any obligation to provide a connecting road or track to the quarry. The absence of any express provision for such a connection, despite detailed negotiation and professional involvement, indicated that no such obligation was intended. The contract was commercially and practically coherent without the implied terms, and the pursuer’s claim failed.

Court Disposition

Pursuer's case dismissed

Orders

  • The questions for the court are answered in the negative; no terms are to be implied into the Undertaking as sought by the pursuer.
  • No damages awarded.