Blacklion Law LLP v Amira Nature Foods Ltd & Anor
[2023] EWCA Civ 663
Costcutter Supermarkets Group Limited v Ameet Kumar Vaish & Anor
29 January 2024
[2024] EWHC 152 (KB)
High Court
Costcutter sued for unpaid groceries. The stores argued a contract limited how much they owed. The judge ruled the contract only limited payments for *losses*, not for the groceries themselves, and the stores still had to pay for what they got.
Key Facts
- •Costcutter sued Ameet and Pradeep Vaish for unpaid goods delivered to their convenience stores.
- •Two contracts contained limitation of liability clauses, while one did not.
- •The lower court found the limitation clauses prevented recovery under two contracts but awarded Costcutter payment under the third contract based on a spreadsheet prepared by the defendants.
- •Costcutter appealed the application of the limitation clauses, and the Vaishes cross-appealed the finding of liability under the third contract.
Legal Principles
Contractual interpretation considers the natural and ordinary meaning of words, other provisions, overall purpose, known facts and circumstances, and commercial common sense, disregarding subjective intentions or unknown facts.
Arnold v. Britton [2015] UKSC 36, Rainy Sky SA v. Kookmin Bank [2011] UKSC 50, Wood v. Capita Insurance Services Limited [2017] UKSC 24
Limitation of liability clauses are construed fairly, applying ordinary interpretation methods, but assuming parties did not intend to derogate from normal rights and obligations without clear words. The more valuable the right, the clearer the language needed to exclude it (especially negligence).
Triple Point Technology, Inc v PTT Public Company Limited [2021] UKSC 29
A claim for debt is distinct from a claim for damages. A debt is a fixed sum, while damages compensate for loss. Rules on damages don't apply to debt claims.
Chitty on Contracts 35th Edn at 30-010
The primary obligation is contract performance; the obligation to pay damages is secondary. An exclusion clause restricts damages, not primary obligation performance.
AB v CD [2015] 1 WLR 771
Appellate courts are reluctant to overturn a trial judge's factual findings unless the decision is plainly wrong, lacks basis in evidence, or is demonstrably a misunderstanding of evidence.
Henderson v Foxworth Investments Ltd [2014] UKSC 41, Deutsche Bank AG v Sebastian Holdings [2023] EWCA Civ 191, Walter Lilly & Co Ltd v Clin [2021] EWCA Civ 136, Volpi v Volpi [2022] EWCA Civ 464
Outcomes
Costcutter's appeal succeeded.
The lower court incorrectly interpreted the limitation of liability clause. The clause limited liability for damages, not the primary obligation to pay for goods delivered (a debt).
The Vaishes' cross-appeal failed.
The trial judge's factual finding that the defendants' spreadsheet reflected the amount owed was not plainly wrong. The judge was entitled to consider all evidence, including the spreadsheet, in determining whether Costcutter met its burden of proof.
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