Vinci Construction UK Limited v Eastwood and Partners (Consulting Engineers) Limited & Anor
[2023] EWHC 1899 (TCC)
Wol (London) LLP v Croydon Investments Limited & Ors
9 February 2024
[2024] EWHC 251 (TCC)
High Court
A buyer sued a seller, contractor, and inspector for building problems after buying a building with defects. The seller tried to get the case thrown out, saying they weren’t responsible. The judge said the buyer had a good point, but they needed to be clearer about who was to blame.
Key Facts
- •WOL (London) LLP purchased a property from Croydon Investments Limited (Croydon), which had been converted from offices to apartments by RGB P&C Limited (RGB).
- •The sale agreement (SPA) included provisions where Croydon would manage the building contract with RGB to rectify defects.
- •Substantial defects were discovered after the sale, causing WOL significant losses.
- •WOL sued Croydon for breach of SPA, RGB under a collateral warranty, and Stroma Building Control Limited (Stroma) for breach of its appointment.
- •Croydon applied to strike out WOL's claim or obtain summary judgment.
Legal Principles
Summary judgment test: A claimant must have a 'realistic' prospect of success, not merely an arguable case. The court should not conduct a 'mini-trial' but should consider all reasonably available evidence at trial.
Easyair Ltd v Opal Telecom [2009] EWHC 339 at paragraph [15]
Contract interpretation: The natural meaning of a provision should be prioritized; commercial common sense is relevant but shouldn't override clear language. Prior negotiations are generally inadmissible.
Arnold v Britton [2015] UKSC 26; [2015] AC 1610 at paragraphs [17] to [22]
Entire agreement clauses generally prevent reliance on prior negotiations or representations.
Clause 23 of the SPA
Outcomes
Croydon's application for summary judgment was refused.
WOL presented a well-arguable case that Croydon's liability under the SPA wasn't limited by the collateral warranties with RGB and Stroma; the SPA's definition of 'defects' was broad enough to encompass those alleged by WOL. However, WOL's pleadings regarding causation needed improvement.
WOL was ordered to re-amend its Particulars of Claim to clearly set out its case against Croydon on causation.
The original Particulars of Claim lacked clear allegations of causation against Croydon.
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