Cases - Mechenair Ltd v Gill and Wilkinson Ltd

Record details

Name

Mechenair Ltd v Gill and Wilkinson Ltd

Date

[2005]

Citation

EWHC 445 (TCC) (14 March 2005)

Keywords

Contract – construction - incorporation - whether conditions of purchase incorporated into contract - order placed subject to conditions of purchase - whether wording sufficient to incorporate standard terms and conditions

Summary

Mechenair Ltd (Mechenair) were a subcontractor to Gill & Wilkinson Ltd (Gill). Issues arose as to the final account which in turn resulted in focus on the applicable terms and conditions.

It was accepted that Gill had faxed threeseparate purchase orders to Mechenair for the relevant works. On the bottom of those purchase orders were the words 'This order is placed subject to our conditions of purchase, a copy of which is available upon request'.

One issue in dispute was whether the contract between the parties was governed by those conditions of purchase.

Mechenair argued that on the first two of the purchase orders the above words were obliterated by the fax header so as to make them indecipherable.

The judge found that even if that were not the case (and the words had been decipherable) the words were not sufficient to incorporate Gill's standard conditions into the subcontract. Gill's printed conditions were extensive. They were not one of the standard form used within the industry. They were never supplied to Machenair. The note on the purchase orders did not contain any form of resume of those conditions.

The judge therefore concluded that Gill's standard conditions were not incorporated into the subcontract.