Pantheon International Advisors Limited v Co-Diagnostics, Inc
[2023] EWHC 1984 (KB)
The Reward Collection Ltd v Whaleco Technology Ltd t/a Temu
7 October 2024
[2024] EWHC 2541 (Comm)
High Court
Two companies disagree about a marketing deal. One company (Claimant) says they had a deal that said English courts decide any disputes. The other company (Defendant) says no such deal existed. A judge looked at the evidence and said that even though the evidence wasn't perfect, there is enough to show that the first company likely had a deal as claimed. Therefore, the English court can hear the case.
Key Facts
- •The Reward Collection Ltd (Claimant) provides marketing services, and Whaleco Technology Ltd t/a Temu (Defendant) operates an e-commerce platform.
- •Claimant alleges a contract with Defendant for a promotional campaign, with unpaid invoices totaling $4,091,238.709.
- •Claimant served Defendant out of jurisdiction, arguing CPR 6.33(2B) applies.
- •Defendant disputes the existence of a contract on Claimant's terms and challenges jurisdiction.
- •The alleged contract was formed through a JotForm online form, with differing versions of the contract's terms and conditions.
- •A subsequent Impact Agreement between the parties addresses billing and platform use, potentially impacting the prior agreement.
- •The key dispute centers on whether the JotForm submission constituted a legally binding contract and on which version of the terms governs.
- •The Claimant also has an alternative claim in quantum meruit.
Legal Principles
Service of claim form out of the UK jurisdiction; CPR 6.33(2B)
Civil Procedure Rules 6.33(2B)
Good arguable case test for jurisdiction challenges (Brownlie v Four Seasons Hildings Inc [2017] UKSC 80; Goldman Sachs International v Novo Banco SA [2018] UKSC 34; Kaefer Aislamientos v AMS Drilling Mexico [2019] EWCA Civ 10; Pantheon International Advisors v Co-Diagnostics [2023] EWHC 1984 (KB))
Case law
Contract formation (agreement, intention to be legally binding, consideration, certainty)
Blue v Ashley [2017] EWHC 1928 (Comm)
Objective interpretation of offer and acceptance; latent ambiguity; cross-purposes
Chitty on Contracts
Intention to create legal relations; certainty and completeness of contracts
Case law (Chitty on Contracts; Durham Tees Valley Airport v BMIBaby [2010] EWCA Civ 483)
Written agreement; intention to be bound before signing
Investec Bank (UK) Ltd v Zulman [2010] EWCA Civ 536
Electronic Commerce (EC Directive) Regulations 2002; clear, comprehensible, and unambiguous information
Electronic Commerce (EC Directive) Regulations 2002
Outcomes
Claimant entitled to serve out of jurisdiction under CPR 6.33(2B) for contractual claims.
Court found a plausible case that the JotForm submission constituted a binding contract with a jurisdiction clause, despite ambiguities and inconsistencies in the evidence. The court considered the lack of evidence from Ms Zhu significant. The Impact Agreement was deemed not to supersede the prior agreement.
Retrospective permission granted for service out of jurisdiction for the quantum meruit claim.
While the quantum meruit claim's jurisdictional basis is less clear, its close connection to the contractual claim justifies retrospective permission to avoid inefficient use of resources.