Iveco Finance Ltd v Man Truck & Bus UK Ltd

Contract formation and contractual obligations are determined objectively. In a financing transaction, invoices addressed to the finance company may constitute an offer to sell, and payment may constitute acceptance, even if the seller privately intended only to finance a customer’s pre-existing purchase. A seller remains contractually bound to supply goods as described, including components made or fitted by a third party. Delivery to the customer, or the customer’s role in arranging the transaction, does not by itself establish agency. Where the documentary evidence establishes the contract and breach, unsupported defences may properly be disposed of by summary judgment.

Iveco paid Man more than £474,000 for six refrigerated trucks and entered into lease purchase agreements with City Truck Group. The invoices were addressed to Iveco and described trucks supplied and fitted with fridge box bodies. The bodies had not been fitted when the chassis were delivered to the body manufacturer, and City subsequently entered administration.

Iveco rejected the goods and claimed repayment. Gray J granted summary judgment, finding a sale by description and breach of contract. Man appealed, arguing that it had no contract with Iveco, or that any contract concerned only the chassis and that City acted as Iveco’s agent. The central issues were the objective effect of the invoices and payment, the scope of Man’s contractual obligation, and whether agency could be inferred.

1. Appeal dismissed. Gray J was entitled to enter summary judgment for Iveco. The order included Iveco’s costs, subject to detailed assessment if not agreed.
2. The existence and terms of the contract had to be determined objectively. The invoices were addressed to Iveco, stated the total amount payable for supplying the trucks as described, and included the fridge box bodies among the supplied and fitted items. Iveco’s payment objectively accepted the offer. Man’s undisclosed intention to deal only with City, or to act merely as a vehicle supplier receiving finance, was irrelevant. The transaction did not require a different explanation based on the surrounding circumstances (paras [13]-[17]).
3. If City and Man had previously contracted, that arrangement was replaced by the contract between Man and Iveco. There was no evidence that property in the trucks had passed to City before Iveco paid Man, so the earlier arrangement did not prevent Iveco acquiring the contractual position contemplated by the invoices (paras [15]-[17]).
4. The contract required Man to supply completed trucks, including the fridge box bodies. Identifying Gray & Adams as the body manufacturer or fitter formed part of the description of the vehicles. It did not transfer the contractual obligation to a third party or reduce the contract to one for delivery of bare chassis. If that had been intended, the invoices could have said so (paras [18]-[20]).
5. Agency could not be inferred merely because City arranged contact between Man and Iveco or because delivery was to be made to City. A triangular sale in which goods bought from one party are delivered to another does not, without more, make the recipient the buyer’s agent. City’s knowledge therefore could not be imputed to Iveco on the evidence (paras [21]-[22]).

1. Court of Appeal (Civil Division): dismissed Man’s appeal from the summary judgment and ordered costs to Iveco, subject to detailed assessment if not agreed.
2. High Court, Queen’s Bench Division: Gray J granted summary judgment for Iveco for repayment of the price paid for six trucks.