Sargeant & Anor v Macepark (Whittlebury Ltd)

Under a settlement agreement requiring one party to obtain and disclose three repair quotations, the other party’s contribution is tied to the selected disclosed quotation. A provision allowing selection of a contractor whose quotation does not exceed the average of the three limits the choice of contractor. It does not permit recovery of any later invoice below that average. The relevant conditions include disclosure of the quotations, selection from the quoting contractors, discussion of the choice, and substantial compliance with a reasonably full specification of the intended work. A change in measurements does not necessarily invalidate a quotation that enables comparison of the work and price. Where the conditions are substantially met, the agreed percentage is calculated on the disclosed quotation, not on a higher subsequently negotiated invoice.

Mr and Mrs Sargeant appealed against an order of the Northampton County Court dismissing their claim against Macepark (Whittlebury Ltd). The dispute concerned a mediated settlement agreement governing the parties’ contributions to repairs to an accessway serving Macepark’s hotel and spa.

The Sargeants obtained and disclosed three quotations, selected Raybell as contractor, and later sought contributions calculated on invoices exceeding the disclosed Raybell quotation. The county court held that the agreement required the work to be based on one of the disclosed quotations and dismissed the claim. The appeal concerned the adequacy of the quotation’s specification and whether the contribution was calculated by reference to the quoted price or the later invoiced price.

The appeal was allowed. The Court of Appeal held that the Sargeants were entitled to judgment for £18,363.85, representing the agreed proportions of the selected disclosed quotation. The additional claims for other works had been rejected below and were not challenged on appeal.

1. Construction of clause 10.3. Ward LJ held that the respondent’s obligation to contribute was tied to a quotation obtained and disclosed under the agreement. The quotation was intended to form the contract price. The provision permitting the Sargeants to choose a contractor whose quotation did not exceed the average of the three quotations limited the choice of contractor; it did not create a cap permitting recovery of any later invoice below that average.
2. Contractual conditions. The agreement required substantial compliance with the relevant conditions, including supplying copies of the quotations, selecting one of the three quoting contractors, discussing the selection with Macepark, and using a quotation containing a reasonably full specification of the intended work. The disclosed quotation, rather than a later tender or negotiation, supplied the basis for calculating Macepark’s contribution.
3. Specification. The higher Raybell quotation contained a reasonably full specification because it identified the work and the price sufficiently to enable Macepark to understand and compare the quotations. The fact that its measurements differed from an earlier quotation did not itself prevent compliance. Lloyd LJ added that the specification concerned the work intended to be carried out, rather than work later actually performed, and that substantial compliance was sufficient.
4. Application and order. The conditions for contribution had been substantially satisfied. The county court had correctly identified the disclosed quotation as the relevant basis but had failed to give effect to that conclusion. Judgment was therefore entered for the appropriate percentages of the disclosed quotation, not the higher invoiced sums.

1. Court of Appeal (Civil Division): In [2008] EWCA Civ 1482, Ward LJ delivered the leading judgment and Lloyd LJ agreed. The appeal was allowed and judgment was entered for £18,363.85.
2. Northampton County Court: His Honour Judge Harris QC dismissed the Sargeants’ claim, holding that contribution was calculated by reference to a disclosed quotation rather than later invoices.