Attorney General of Trinidad and Tobago v Trinsalvage Enterprises Ltd (Trinidad & Tobago)

18 July 2023

[2023] UKPC 26

Privy Council

A company did extra work for the government. The contract was invalid because the government official who hired them didn't have the right to make that contract. The company sued to get paid for the extra work, and the court mostly said they could be paid, because it wasn't about breaking any laws, it was about following the rules about who's allowed to sign government contracts.

Key Facts

•Trinsalvage Enterprises Ltd (Trinsalvage) performed work and supplied materials for the San Fernando Harbour Development Project – Phase 1.
•A contract was purportedly entered into with the Permanent Secretary of the Ministry of Works and Transport, exceeding the Permanent Secretary's authority under the Central Tenders Board Act.
•The Ministry paid the original contract price but refused to pay for extra work and materials.
•Trinsalvage claimed $4,997,021.47 plus VAT for the extra work and materials.
•The contract was deemed void due to lack of authority and/or being ultra vires, not illegality.

Legal Principles

A claim in unjust enrichment will be defeated if it stultifies the policy of a relevant statute.

Haugesund Kommune v Depfa ACS Bank

Restitutionary claim in unjust enrichment requires: (1) defendant's enrichment; (2) enrichment at claimant's expense; (3) unjust factor.

Benedetti v Sawiris; Investment Trust Companies v Revenue and Customs Comrs; Samsoondar v Capital Insurance Co Ltd; Barton v Morris

Central Tenders Board Act (CTBA) grants the CTB sole authority to contract on behalf of the Government for contracts above a certain value.

Central Tenders Board Act (Trinidad and Tobago)

Contracts void for lack of authority or ultra vires, not illegality, can still be subject to unjust enrichment claims unless stultifying statutory policy.

SR Projects Ltd v Rampersad

In unjust enrichment, valuation starts with objective market rate, not contract price.

Benedetti v Sawiris

Outcomes

Appeal dismissed.

Allowing the unjust enrichment claim would not stultify the policy of the CTBA. The claim is for objective market value, not contract price, preventing exploitation of a good bargain or recouping kickbacks. There was no evidence of Trinsalvage's knowledge of the Permanent Secretary's lack of authority or collusion.

Dissenting opinion: Appeal should be allowed.

Granting the unjust enrichment remedy stultifies the CTBA's purpose by undermining the CTB's exclusive authority to choose contractors. Even with transparency in the tendering process, the government's direct choice of contractor undermines the competitive market intended by the Act.

Attorney General of Trinidad and Tobago v Trinsalvage Enterprises Ltd (Trinidad & Tobago)

Key Facts

Legal Principles

Outcomes

Similar Cases

Estate Management and Business Development Company Ltd v Junior Sammy Contractors Ltd (Trinidad and Tobago)

Caribbean Welding Supplies Ltd v Attorney General of Trinidad and Tobago (Trinidad and Tobago)

Rollin Clifton Bertrand and others v Anthony Elias (Trinidad and Tobago)

Ervin Dean v Bahamas Power & Light (Bahamas)

Working on Wellbeing Ltd trading as Optima Health v Secretary of State for Work and Pensions & Ors