BCT Software Solutions LT v Arnold Laver & Co

A party who signs a written contract incorporating standard terms is ordinarily bound by those terms, whether or not they have read them. That principle does not apply where the incorporated terms conflict with express terms of the contract. A contract may comprise written quotations together with oral terms established through the parties’ negotiations. An appellate court should not interfere with findings reached by a trial judge who heard the witnesses unless an error of law is shown.

BCT, as successor to Old BCT, claimed licence fees and damages from Arnold Laver concerning software contracts. The dispute was whether Laver had an indefinite licence acquired by a single payment, or a licence terminable when it ceased taking and paying for support services.

The deputy judge found that the contracts included agreed oral and written terms making the software licence independent of continuing support payments. He rejected inconsistent standard terms and dismissed the claim. BCT renewed its application for permission to appeal, alleging that the signed quotations incorporated the standard terms.

1. Application refused. The proposed appeal had no real prospect of success.
2. The quotations formed the basis of the contracts and referred to standard terms. The ordinary rule, illustrated by Lestrange v F Graucob, Limited [1934] 2 KB 394, is that a party signing a written contract incorporating standard terms is prima facie bound by them, whether or not the terms have been read.
3. That rule does not apply where the incorporated standard terms conflict with express terms of the contract. The deputy judge was entitled to find that the parties had agreed a single payment for each item of software, that further payment was not due for its use, and that the licence was not conditional on continuing support payments.
4. The contracts were based on written quotations but also contained oral terms arising from substantial negotiations. The judge’s findings were supported by positive evidence, including the separate treatment of software prices and support charges. There was no error of law in his approach or conclusion that the inconsistent standard terms had to be rejected.
5. The appeal could succeed only on a point of law, and the court found none. The order was: Application refused.

• Court of Appeal (Civil Division): renewed application for permission to appeal refused. The court upheld the deputy judge’s dismissal of the extant claim.
• High Court, Chancery Division: Mr Kevin Garnett QC, sitting as a Deputy High Court Judge, dismissed the claim following judgment given on 22 May 2002.