Worldwide Corporation Limited v GPT Limited & Anor

A late amendment is not available as of right merely because the opposing party can receive its costs. The court must balance justice to the applicant, the opponent and other litigants affected by delay or disruption.

Where a party could have formulated its case much earlier, and the proposed amendment would disrupt or adjourn a trial, it bears a heavy burden. It must demonstrate the strength of the new case and explain why justice requires that case to proceed. An appellate court should respect a trial judge’s informed case-management decision unless the judge applied a wrong principle or was plainly wrong.

The claimant sought leave to appeal three orders made by Moore-Bick J during a substantial Commercial Court trial. The judge had refused permission to reformulate the contractual claim, to advance a substantially expanded quantum meruit case, and to make a further variation of the contractual case.

The applications followed extensive pre-trial preparation based on the existing pleadings. The proposed amendments were advanced shortly before, or during, the trial and would have required further investigation, evidence and potentially an adjournment. The central question was whether the judge had misapplied the principles governing late amendments or had been plainly wrong in exercising his case-management discretion.

1. Application for leave to appeal dismissed. Waller LJ delivered the judgment of the court. Moore-Bick J had applied the correct principles and was not arguably plainly wrong in refusing any of the three proposed changes.

2. The court must balance justice to all affected litigants. Payment of the costs caused by an adjournment may not compensate an opponent for prolonged litigation, last-minute disruption or the loss of an expected trial. The court may also consider disruption to its list and the consequent prejudice to other litigants.

3. Where a party has had many months to formulate its case and the amendment is not prompted by newly discovered material or a change in law, a disruptive last-minute amendment requires strong justification. The applicant bears a heavy burden of demonstrating the strength of the new case and explaining why justice to the applicant, the opponent and other court users requires it to proceed.

4. The first proposed amendment substantially reformulated the contractual case and introduced new questions about the duration, termination and implied terms of the alleged agreement. The defendants could not fairly be required to address those questions during the trial without a reasonable opportunity to reconsider their evidence. The proposed case was also insubstantial because it pleaded, in effect, an agreement to agree.

5. The revised quantum meruit case changed a claim quantified at about £5 million into one said to be worth about £100 million. It depended on valuing services through uncertain future benefits and would require further factual evidence. The judge was entitled to find the pleading inadequate and an adjournment necessary.

6. The third proposed amendment depended upon an expectation, rather than a binding obligation, that future contracts would be concluded. The judge was entitled to refuse it. The possibility of discontinuance and later proceedings did not compel permission to amend; the refusal was intended to prevent the late claims from proceeding in the existing trial.

1. Court of Appeal (Civil Division): The claimant’s application for leave to appeal was dismissed. The three case-management orders were left undisturbed.

2. High Court, Queen’s Bench Division, Commercial Court: Moore-Bick J refused permission to reformulate the contractual claim, refused permission to advance expanded particulars of the quantum meruit claim, and refused a further application to amend.