Standard Bank Plc v Via Mat International Ltd & Anor

Summary judgment is appropriate where a claim is fanciful, hopeless or bound to fail. It is not an abbreviated trial conducted on incomplete evidence. Where documents governing a commercial relationship require evidence about their context, course of dealing or the capacities in which associated companies acted, unresolved material questions may establish a real prospect of success.

Warehouse receipts and inventory reports may support an arguable bailment. A framework agreement identifying one group company as the contracting party may also support an arguable case that a local group company acted as its agent when receiving and carrying out instructions.

Appellate skeleton arguments should identify the essential submissions concisely. Excessive length and non-compliance with applicable practice directions may attract adverse costs consequences.

The Bank claimed approximately US$20 million following the disappearance or non-receipt of silver for which Via Mat International (Hong Kong) Ltd had issued warehouse receipts. It alleged breach of contract and breach of duty as bailee against that company and Via Mat International Ltd. Its case was that the Hong Kong company had acted as agent for the UK company under an international transport agreement and associated general conditions.

Popplewell J gave summary judgment to the UK company and set aside service on the Hong Kong company outside the jurisdiction: [2012] EWHC 574 (Comm). He regarded the transport agreement as a framework agreement but found no evidence that the relevant storage services had been contracted for on behalf of the UK company.

The central issue was whether the Bank had a real prospect of establishing that the Hong Kong company acted as agent for the UK company when receiving the silver and issuing the warehouse receipts.

1. The appeal was allowed unanimously and Popplewell J’s order was set aside. The applications for summary judgment and to set aside service stood or fell together. The defendants had not established that the Bank’s claim lacked a real prospect of success.

2. CPR Part 24 permits the summary disposal of claims which are fanciful, hopeless or bound to fail. It does not permit an abbreviated trial based on incomplete evidence. Documents may sometimes demonstrate that a claim has no substance. Where their significance depends on the commercial context, however, the court may require a fuller understanding of the parties’ relationships and course of dealing before reaching that conclusion.

3. The warehouse receipts stated that identified shipments were held to the Bank’s irrevocable order and would not be released without its written instructions. Together with the daily inventory reports and the Bank’s payment for the goods against the receipts, this made it arguable that the Hong Kong company became bailee to the Bank’s order and was liable for failure to deliver the goods. The receipts could not summarily be given the restricted meaning adopted below without fuller evidence about the surrounding relationships.

4. The judge correctly characterised the international transport agreement as a framework agreement governing individual services requested from time to time. Nevertheless, the agreement identified the UK company as the contracting party and contemplated performance through overseas agents and associated companies. The evidence and course of dealing afforded a real prospect of proving that the Hong Kong company received and performed the Bank’s instructions as agent for the UK company, including when issuing the warehouse receipts.

5. Moore-Bick LJ added, with the express agreement of Aikens LJ, that skeleton arguments exist to identify the essential elements of the parties’ submissions. They are not vehicles for extended written advocacy. Practice Directions 52A and 52C must be rigorously observed, and excessive length or other non-compliance is likely to be penalised in costs. David Richards J agreed with the disposition.

1. Court of Appeal (Civil Division): The court allowed the appeal in [2013] EWCA Civ 490 and set aside Popplewell J’s order. The Bank’s claims therefore survived the applications for summary disposal and to set aside service.

2. High Court, Commercial Court: Popplewell J gave summary judgment for Via Mat International Ltd and set aside service on Via Mat International (Hong Kong) Ltd outside the jurisdiction: [2012] EWHC 574 (Comm).

3. High Court: Burton J had earlier granted the Bank permission to serve the Hong Kong company outside the jurisdiction on the basis, among others, that it was a necessary or proper party to the claim against the UK company.