FFI-Global SRL v Outeiro Ltd & Anor

Summary judgment may be granted where the evidence provides no reasonable basis for believing that fuller disclosure would alter the evidence or affect the outcome. The court must avoid a mini-trial, but that caution does not prevent rejection of a contractual case which is unsupported, contradicted by contemporaneous documents, and neither credible nor arguable. A finding on the true contractual position does not constrain a later trial of a distinct deceit issue concerning the defendant’s belief. An unpleaded return right, not pursued below, cannot ordinarily be raised for the first time on appeal.

FFI-Global S.r.l. obtained summary judgment against Outeiro Limited for £366,999 for goods supplied but unpaid. Leggatt J stayed enforcement above £300,000 pending trial of counterclaims for late delivery and defective goods, while rejecting a claimed 15-year supply agreement and a claim for loss of investment.

Outeiro and its sole director appealed, challenging the rejection of the long-term supply claim and the refusal to allow a further reduction for an alleged right to return 20% of the stock. The central issues were whether the evidence disclosed a triable contractual issue and whether the return-right argument could be raised on appeal.

The appeal was dismissed. Lord Justice Patten gave the judgment, with the Chancellor of the High Court and Lord Justice Christopher Clarke agreeing.

1. Summary judgment. The caution against deciding disputed facts by a mini-trial, stated in The Bolton Pharmaceutical Company 100 Ltd v Doncaster Pharmaceuticals Group Ltd & Ors [2006] EWCA Civ 661, did not prevent a court from assessing the evidence on a Part 24 application. The court should hesitate where fuller investigation might materially alter the evidence or outcome. Here, however, there was no reasonable basis for believing that disclosure would produce evidence of a novation or oral agreement, and the alleged 15-year arrangement was neither credible nor arguable.
2. Supply agreement. There was no evidence that FFI had been assigned the former suppliers’ agreements, and no pleaded or evidenced novation involving the relevant parties. The signed order confirmations requiring payment in advance were inconsistent with the alleged terms. The rejection of the long-term supply counterclaim was therefore upheld.
3. Deceit claim. The summary judgment finding concerned the true contractual position. It did not determine whether Ms Talipova honestly believed that a 15-year agreement existed, so the trial of the deceit claim would not be improperly constrained.
4. Return of stock. The alleged 20% return right had not been properly pleaded or pursued before the judge. It was too late to raise the point for the first time on appeal. The existing judgment and stay therefore remained in place.

1. Court of Appeal (Civil Division): On 26 November 2015, dismissed the defendants’ appeal.
2. High Court of Justice, Queen’s Bench Division: On 13 June 2014, Leggatt J granted summary judgment against Outeiro for £366,999 and stayed enforcement above £300,000 pending determination of parts of the counterclaim.