Standard Bank Plc v Via Mat International Ltd & Anor

A framework agreement governing carriage, storage or related services does not itself create a contract for every later shipment. A specific shipment must become subject to further contractual dealings between the parties identified in the framework agreement. The mere existence of a group structure or an agency clause does not establish that a local affiliate acted as agent for another group company. Where the local affiliate contracted with the consignors, received payment from them and acted on their instructions, implying a parallel contract with the customer would be inconsistent with the commercial arrangements. Documents issued directly to the customer may acknowledge its property rights or trigger payment obligations without creating contractual rights against the issuing party.

Standard Bank claimed against Via Mat International Ltd and Via Mat International (Hong Kong) Limited concerning eight consignments of silver alleged to have been received at, and later missing from, a vault in China. The claim against Via Mat UK was framed in contract and bailment, but the Bank accepted that the bailment claim could not succeed independently of contract.

The Bank relied on an International Transport Agreement and incorporated General Trading Conditions between itself and Via Mat UK. Via Mat Hong Kong had handled the silver, issued confirmations to the Bank, and contracted with the Chinese refineries for storage and onward transport. Via Mat UK applied for summary judgment. Via Mat Hong Kong applied to set aside permission for service out of the jurisdiction. The applications turned on whether the Bank had a real contractual claim against Via Mat UK.

1. Summary judgment granted. The claim against Via Mat UK had no real prospect of success, and there was no other compelling reason for it to proceed to trial. Via Mat Hong Kong’s jurisdiction challenge therefore also succeeded.
2. The International Transport Agreement was capable in principle of covering the services in question. Its reference to door-to-door services included storage incidental to transport, and the General Trading Conditions contemplated storage and carriage. That conclusion did not establish a contract for the particular consignments.
3. The Agreement was a framework agreement. It required further dealings identifying the specific goods and services, the place and time of performance, the applicable charges and delivery terms, and the relevant instructions. No such agreement was made between the Bank and Via Mat UK, or anyone acting on its behalf.
4. The evidence instead showed that Via Mat Hong Kong contracted with the refineries. The refineries agreed the services, paid the charges and gave the instructions for storage, consolidation and transport to Hong Kong. The existence of that contract was inconsistent with implying a parallel contract under which Via Mat UK assumed the same obligations to the Bank.
5. The Agreement did not itself establish that Via Mat Hong Kong acted as Via Mat UK’s agent. The proper analysis required identification of a contract concerning the goods, followed by analysis of whether the relevant Via Mat company contracted as agent. The Bank’s contrary approach rested on an impermissible assumption.
6. The confirmations and inventory reports sent to the Bank did not create contractual rights against Via Mat Hong Kong or Via Mat UK. They could acknowledge the Bank’s property rights and trigger payment obligations owed by the Bank to the refineries without constituting contractual promises or performance of obligations under the Agreement.

not stated in the judgment.