MAYFLY CONTAINERS LIMITED (IN LIQ) AND (SECOND) CLARE BOARDMAN AND MATTHEW JAMES COWLISHAW AS JOINT LIQUIDATORS THEREOF [2018] ScotCS CSOH_115 (07 December 2018)

MAYFLY CONTAINERS LIMITED (IN LIQ) AND (SECOND) CLARE BOARDMAN AND MATTHEW JAMES COWLISHAW AS JOINT LIQUIDATORS THEREOF [2018] ScotCS CSOH_115 (07 December 2018)

The contract did not contain an express or implied term requiring the defender to purchase at least approximately 50% of the Minimum Tonnage by the mid-point of each scheme year. The only binding obligation was to purchase the Minimum Tonnage by year-end. The pursuers' alternative case, that the defender failed to purchase the Minimum Tonnage in year two, was suitable for inquiry. Claims for losses incurred before the breach were irrelevant, but claims for losses arising from administration and liquidation were not excluded as too remote at this stage and could proceed to inquiry.

Citation
[2018] ScotCS CSOH_115
Parties
Pursuer: Mayfly Containers Limited (In Liquidation); Pursuer: Clare Boardman and Matthew James Cowlishaw (as Joint Liquidators); Defender: Monument Containers Limited
Jurisdiction
Scotland
Judgment Date
07 December 2018
Procedural Posture
Commercial Contract Dispute / Debate on Relevancy (pleadings) Before Answer
Outcome
Partly allowed; case to proceed to inquiry on certain issues
Legal Topics
Interpretation of Contracts, Implied Terms, Breach of Contract, Remoteness of Damages, Damages for Breach, Business Efficacy, Commercial Contracts
Contract Law Commercial Law Interpretation of Contracts Implied Terms Breach of Contract Remoteness of Damages Damages for Breach Business Efficacy +1 more

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Parties

Mayfly Containers Limited (In Liquidation)

Pursuer

Clare Boardman and Matthew James Cowlishaw (as Joint Liquidators)

Pursuer

Monument Containers Limited

Defender

Procedural Posture

Commercial Contract Dispute / Debate on Relevancy (pleadings) Before Answer

Legal Issues

  1. 1 Whether the contract required the defender to purchase at least approximately 50% of the Minimum Tonnage by the mid-point of each scheme year
  2. 2 Whether such a term should be implied into the contract
  3. 3 Whether the defender breached its obligation to purchase the Minimum Tonnage in year two

Ratio Decidendi

The contract did not contain an express or implied term requiring the defender to purchase at least approximately 50% of the Minimum Tonnage by the mid-point of each scheme year. The only binding obligation was to purchase the Minimum Tonnage by year-end. The pursuers' alternative case, that the defender failed to purchase the Minimum Tonnage in year two, was suitable for inquiry. Claims for losses incurred before the breach were irrelevant, but claims for losses arising from administration and liquidation were not excluded as too remote at this stage and could proceed to inquiry.

Court Disposition

Partly allowed; case to proceed to inquiry on certain issues

Orders

  • Pursuers' case based on express or implied pro rata obligation dismissed as irrelevant
  • Pursuers' alternative case regarding failure to purchase Minimum Tonnage in year two allowed to proceed to inquiry