Bard Medical (Pty) Limited v Litha Medical (Pty) Limited T/A ICU Medical SA (12/36593) [2013] ZAGPJHC 321 (4 December 2013)

Bard Medical (Pty) Limited v Litha Medical (Pty) Limited T/A ICU Medical SA (12/36593) [2013] ZAGPJHC 321 (4 December 2013)

The court found that the manuscript amendment 'Not Applicable' to clause 7(a) of the cover page was determinative and excluded any prohibition on the distribution of competing products. The written agreement, as amended and accepted by both parties, did not bind the defendant to refrain from distributing competing products. Regarding minimum purchases, the court held that the clause required the defendant to place minimum orders annually, but the plaintiff's demand for immediate compliance was unreasonable as the contract year was not complete. The court further found that an implied term existed requiring the plaintiff to execute orders promptly and expeditiously without disrupting the...

Citation
[2013] ZAGPJHC 321
Parties
Plaintiff: Bard Medical (Pty) Limited; Defendant: Litha Medical (Pty) Limited t/a ICU Medical SA
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
4 December 2013
Case Number
12/36593
Procedural Posture
Civil Trial / Liability Only; Quantum Reserved for Later
Outcome
Plaintiff's claim is dismissed with costs.
Judges
Satchwell
Legal Topics
Breach of Contract, Implied Terms, Exclusive Distribution, Minimum Purchase Obligation, Contractual Amendment
Commercial and Corporate Civil Procedure Breach of Contract Implied Terms Exclusive Distribution Minimum Purchase Obligation Contractual Amendment

Case Brief

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Parties

Bard Medical (Pty) Limited

Plaintiff

Litha Medical (Pty) Limited t/a ICU Medical SA

Defendant

Procedural Posture

Civil Trial / Liability Only; Quantum Reserved for Later

Legal Issues

  1. 1 Whether the defendant was contractually prohibited from distributing competing products during the term of the agreement.
  2. 2 Whether the defendant was obliged to place orders to the stipulated minimum under the distribution agreement.
  3. 3 Whether there was an implied term requiring the plaintiff to execute orders promptly and expeditiously without disrupting the defendant's business.

Ratio Decidendi

The court found that the manuscript amendment 'Not Applicable' to clause 7(a) of the cover page was determinative and excluded any prohibition on the distribution of competing products. The written agreement, as amended and accepted by both parties, did not bind the defendant to refrain from distributing competing products. Regarding minimum purchases, the court held that the clause required the defendant to place minimum orders annually, but the plaintiff's demand for immediate compliance was unreasonable as the contract year was not complete. The court further found that an implied term existed requiring the plaintiff to execute orders promptly and expeditiously without disrupting the...

Court Disposition

Plaintiff's claim is dismissed with costs.

Orders

  • Plaintiff's claim is dismissed with costs.