Christopher Reid acted successfully for the defendant, Ridge and Partners LLP (“Ridge”), in an application to strike out, or for summary judgment on, the vast majority of the claim brought by the Claimant (“Leicester Bakery”) against Ridge, which sought a variety of relief for alleged breach of contract, breach of fiduciary duty, breach of duties in bailment, and in conversion.
Ridge was engaged to perform quantity surveying and post-contract Employer’s Agent services on a project concerned with the construction of new business premises for Leicester Bakery. Ridge also entered into a ‘Confidentiality Agreement,’ by which Ridge undertook various obligations with respect to ‘Confidential Information,’ as that term was defined in the Confidentiality Agreement.
In or around 7 March 2019, Ridge terminated its engagement on the Project. Following Ridge’s termination, Leicester Bakery wrote a number of letters demanding that Ridge produce documents to which Leicester Bakery alleged that it was entitled.
By a Claim Form issued on 17 April 2019, Leicester Bakery sought a final mandatory injunction seeking the production of various categories of documents on the following bases: (i) further to the terms of the Confidentiality Agreement; (ii) further to a common law duty of bailment; and (iii) further to a fiduciary duty owed by Ridge as the alleged agent of Leicester Bakery.
Leicester Bakery also pursued a variety of claims for monetary relief of one form or another, claiming that Leicester Bakery had suffered loss by reason of not having had the documents at an earlier date (“the Damages Claims”). In particular, Leicester Bakery alleged that it had been prejudiced in the conduct of an adjudication which had taken place between Leicester Bakery and the contractor on the Project by reason of not having had the documents at an earlier date.
Ridge applied to strike out and/or sought summary judgment on the Damages Claims. Among other things, Ridge argued that the Damages Claims were legally hopeless, in that Leicester Bakery had failed to plead any causal link between the breaches relied upon and the loss alleged to have been suffered in the adjudication with the contractor. In particular, Ridge argued that the adjudication relied upon had concluded in December 2018, but the breaches alleged by Leicester Bakery were said to have occurred in March 2019.
In response, Leicester Bakery applied to amend its pleaded case, seeking to argue that – as a result of a separate adjudication in March 2019 – the contractor had become entitled to extensions of time, which resulted in loss to Leicester Bakery. Leicester Bakery also sought to amend its case to allege that it was presently engaged in an arbitration with the contractor, and sought to recover whatever losses Leicester Bakery suffered in that arbitration from Ridge. Ridge opposed the application to amend.
Both applications came before Mrs Justice Jefford DBE. Finding for Ridge, the Judge held:
- Permission to amend refused. The amended case had no real prospects of success. The amendments barely pleaded any case on causation, loss, and damage, and there was no evidence before the Court about either the March adjudication or the arbitration. Leicester Bakery had not even produced a copy of the adjudicator’s decision in the March adjudication. As an independent ground of refusing permission, the Court would not have exercised its discretion to permit the amendment in any event. Among other things, the amendment was a late amendment in respect of which no satisfactory reason for lateness had been proffered;
- Summary judgment granted for Ridge on the unamended Damages Claim. That claim was legally hopeless for want of any causal connection between the alleged loss in December 2018 and the alleged breach in March 2019. Further, there was no attempt – even in general terms – by Leicester Bakery to identify what particular loss had in fact been suffered by Leicester Bakery as a result of the alleged breaches.
Christopher Reid (instructed by Mayer Brown International LLP) for the Defendant
To read the full judgment click here.
11 September 2020
