Facts:
This summary judgement application relates to a claim by Coltech Recruitment Ltd (CRL) and 1st PS Ltd (1PS) in respect of recruitment service fees for 23 temporary workers. Cera Care Limited ceased paying invoices from December 2021. The defendant contested the identity of the contractual counterparty, asserting that it was Coltech Consulting Limited (CCL) rather than CRL, therefore disputing the debt’s payability to CRL.
From January 2020, CRL used a service known as 1PS for its administration which generated contractual agreements for the recruitment of individual workers. The contract stipulated that CRL was the offeror and Cera Care was the client. The page specified in two places that the 'Agency' was "Coltech Recruitment Ltd".
Decision:
The central question in this case was the determination of the contractual party responsible for paying the unpaid recruitment service fees.
The Judge methodically considered whether documentary evidence supported the ambiguity claimed by the Respondent. Deputy Master Sabic referred to Lewison on the Interpretation of Contracts to reinforce that the written contract’s identification of the parties is typically conclusive, barring extrinsic evidence from contradicting the contract’s verbiage. Here the issue revolved around the mislabeling of the entity ‘Colltech’, a lack of conclusive evidence indicating CCL as the contractual counterparty, and the consistent identification of CRL as the Agency in binding contractual documents presented through the 1PS portal. In this case, the contract between the parties was not limited to the initial document but included each of the placements. Although Cera tried to dismiss the relevance of the placements, the Court was not convinced.
The Court then established that, if there is an ambiguity, it should apply the proper principles of construction of the agreement as a whole following Estor Ltd v Multifit (UK) Ltd [2009]. Moreover, there exists a necessity for an objective approach that considers the communications and actions leading up to the acceptance of a contract to identify the intended contractual party. In this case, there was no documentary evidence that would have supported the Respondent’s case as to the ambiguity in the identity of the contracting party.
Summary judgment was appropriate based on the 7th proposition of Easyair Ltd v Opal Telecom Limited [2009]. The Judge felt comfortable that he had all the evidence necessary for the proper determination of the question at hand.
Based on the facts, Deputy Master Sabic concluded that there were no realistic prospects for the Respondent’s defence, as there was no genuine ambiguity concerning the identity of the contracting party. The existence of the logo was irrelevant as brand names cannot constitute a company’s legal entity. The incorrect spelling of Colltech was also immaterial.
The correspondence between the parties made it clear that CRL was the correct Agency and that a possible counterclaim against CCL did not hold sufficient weight to necessitate trial proceedings.
Implications:
This judgement affirms the commitment that explicit terms of the written contract should be upheld and that only in limited circumstances can extrinsic evidence be admissible. The summary judgement was sufficient to resolve a clear contractual point of law. This case highlights that paying attention to details can avoid costly proceedings.