Wood v Days Health UK Ltd & Ors

A written agreement is construed objectively. Where it records a named buyer’s agreement to purchase an additional item from a named public body, payment to that body, and the body’s agreement to supply the item, it may constitute a contract of sale even if described as an order made on the buyer’s behalf. Replacement components may remain within the subject matter of an obligation to repair and maintain. A party who makes an admission after a reasonable opportunity to investigate may be held to it where withdrawal would cause prejudice and the change of position reflects a later reassessment of value rather than genuinely new evidence. Summary judgment and strike-out depend on whether the opposing case has a real prospect of success or discloses reasonable grounds for bringing the claim.

The claimant was injured when a wheelchair riser unit failed. She brought claims against the manufacturer, NHS bodies, and suppliers. The applications concerned withdrawal of an admission of liability, amendments and contribution proceedings, summary judgment on the claimant’s contractual claim against the NHS successor body, and strike-out of the claim against a supplier.

The court considered whether a part purchase agreement created a contract for sale of the riser unit, whether later replacement components fell within the agreement’s repair and maintenance obligations, whether the manufacturer should withdraw its admission, and whether the claim against the supplier had a factual or legal foundation.

1. The court gave the claimant summary judgment against the second defendant on the existence of a contract, breach, and causative injury. The part purchase agreement was construed objectively. It identified the parties, recorded the claimant’s agreement to purchase the electric seat rise for £500, required payment to the second defendant, and recorded the second defendant’s agreement to the arrangement. The words referring to an order being placed on the claimant’s behalf did not overcome that construction, particularly because agency was not relied upon.

2. The agreement distinguished the wheelchair and seating, which remained NHS property, from the electric seat rise, which the claimant purchased. The later replacement of the riser unit and chassis was within the express obligation to repair and maintain the wheelchair, seating and riser. The accident wheelchair therefore remained conceptually the wheelchair supplied under the agreement.

3. The court dismissed the first defendant’s application to withdraw its admission of liability and its concession on contributory negligence. Under CPR PD 14.7.2, the court considered all relevant circumstances, including the grounds for withdrawal, the parties’ conduct, prejudice, the stage of proceedings, prospects of success, and the interests of justice. There was no genuinely new evidence about the accident. The first defendant had had a reasonable opportunity to investigate and had taken a commercial risk by admitting liability. Finality, the claimant’s lost opportunity to inspect the wheelchair promptly, and the prejudice to the other parties outweighed the prejudice of holding the first defendant to its admission.

4. The court observed, applying BRB v Connex South Eastern Ltd [2008] EWHC 1172 (QB); [2008] 1 WLR 2867, that a judgment entered on an admission could itself found liability for contribution. The first defendant’s potential contribution claim therefore did not justify withdrawal.

5. The court struck out the claim against the fifth defendant under CPR 3.4(2)(a) and, alternatively, gave summary judgment under CPR 24.2(a). The evidence showed no contract between the claimant and the fifth defendant, no supply of the relevant replacement components by it to the claimant, and no repair or maintenance by it. The pleaded claim disclosed no reasonable grounds and had no reasonable prospect of success.

6. The second defendant was permitted to amend its defence to pursue contribution claims against the first and fourth defendants. Consequential matters were left for written submissions.