Carbon Smart Ltd v Prevista Ltd

Contractual evidence requirements in a service-level agreement should be interpreted with practical flexibility, while respecting the funder’s need to verify work and expenditure. A requirement to provide “any” notes or documents giving workshop details does not ordinarily mean every document that could provide those details. Material showing the workshop agenda, client participation, proposed action plan and follow-up may satisfy the requirement. An informal email referring to “presentation slides etc” does not add a contractual term where the parties intended the draft agreement to govern and the email is not contractual in character. The reference may instead be an example of evidence capable of satisfying the existing requirement. Compliance depends on the contractual wording and the evidence actually supplied.

Carbon Smart Ltd undertook environmental training work for SMEs as part of a project delivered by Prevista Ltd. Carbon Smart submitted invoices which Prevista refused to pay, alleging that contractual evidence requirements had not been met.

The parties’ relationship was principally evidenced by a draft service-level agreement. Its workshop provisions required an agenda, a signed attendance register, handouts and other notes or documents giving details of workshop content. In a later email, Prevista referred to “presentation slides etc”.

The Central London County Court dismissed Carbon Smart’s debt claim. The central issue on appeal was whether the supplied material satisfied the contractual workshop evidence requirement and whether presentation slides were an additional contractual requirement.

Appeal allowed. Lord Justice Longmore gave the judgment, with Lord Justice Jackson and Mr Justice Hildyard agreeing.

1. Interpretation of the evidence requirement. The contractual requirements were complex and should be interpreted with some flexibility. That approach had to remain consistent with the funders’ legitimate concern that expenditure and work should be proved, so as to guard against fraud and manipulation. The question was whether the material supplied complied with the requirement for “any other note or documents that give details of the contents of the workshop”.
2. Meaning of “any”. “Any” did not mean “every”. The evidence supplied for the SME included an agenda, certification material, site observations, a client support record, an action plan completed during the workshop, and an environmental policy. Taken together, this material demonstrated the workshop’s content, the proposed carbon-reduction actions and the arrangements for pursuing them. The workshop content was therefore not left merely to inference.
3. No additional term requiring slides. The reference to “presentation slides etc” appeared in an email responding to queries about an “Evidence Requirement” document which was not itself contractual. The parties intended their relationship to be governed by the draft service-level agreement, rather than by matters incidentally mentioned in earlier discussions or emails. The email had the character of an informal recommendation and identified an example of evidence which might satisfy the existing requirement. It did not prescribe an additional contractual obligation to provide presentation slides.
4. The court therefore disagreed with the judge’s conclusion that the absence of presentation slides meant that Carbon Smart had failed to comply with the contract. It was unnecessary to determine submissions concerning entire contracts, substantial performance, severability or the Unfair Contract Terms Act.

1. Central London County Court: HHJ Moloney dismissed Carbon Smart Ltd’s debt claim, holding that sufficient evidence of the actual workshop content had not been provided.
2. Court of Appeal (Civil Division): The appeal was allowed. The court held that the supplied material satisfied the contractual evidence requirement and that presentation slides were not an additional contractual term.