Rhett St James v Wilkin Chapman LLP
[2024] EWHC 1716 (KB)
Coltech Recruitment Limited & Anor v Cera Care Limited
5 March 2024
[2024] EWHC 466 (KB)
High Court
Two companies sued a third company for unpaid recruitment fees. The defendant claimed the contract was with a different company. The judge said the contract was clear, it was with the companies suing, and ruled in their favour.
Key Facts
- •Coltech Recruitment Ltd ('CRL') and 1st PS Ltd ('1PS') (Applicants) claimed recruitment fees from Cera Care Limited ('Cera Care') (Respondent) for 23 temporary workers.
- •Cera Care stopped paying invoices from December 2021, not disputing the services' quality or price.
- •Cera Care argued its contractual counterparty was Coltech Consulting Limited ('CCL'), not CRL.
- •Cera Care claimed a counterclaim against CCL for inadequate service, seeking set-off.
- •A framework agreement (Contingent Worker Contract - CWC) existed, referencing 'Colltech' as the agency.
- •The 1PS portal used for worker engagements identified 'Coltech Recruitment Ltd' (CRL) as the agency.
- •Cera Care issued a claim against CCL the day before the summary judgment hearing.
Legal Principles
Contractual construction: Where a written contract names parties, extrinsic evidence is inadmissible to contradict this unless ambiguity exists. Objective approach to construction is required.
Lewison on the Interpretation of Contracts, 8th edition; Estor Ltd v Multifit (UK) Ltd [2009] EWHC 2565 (TCC)
Summary judgment in construction cases: Courts can decide short points of law if all necessary evidence is available and parties have had adequate opportunity to address the point.
Easyair Ltd v Opal Telecom Limited [2009] EWHC 339 (Ch)
Specific contractual terms prevail over generally incorporated umbrella terms.
Lewison at 9.101 and cited authorities
Extrinsic evidence inadmissible to contradict unambiguous written contracts identifying parties.
Shogun Finance Ltd v Hudson [2004] 1 AC 919 at [49]
Outcomes
Summary judgment granted for the Applicants (CRL and 1PS).
The court found no ambiguity in identifying CRL as the agency in the relevant contracts. The CWC and Placement contracts, read together, clearly identified CRL as the agency. No documentary evidence supported Cera Care's claim that CCL was the counterparty. The potential counterclaim against CCL was not a compelling reason to refuse summary judgment.