Sasco Foods UK Ltd & Anor v Sanpya Shwe Ngar Company Ltd & Anor

Summary judgment is appropriate where the defendant has no real prospect of successfully defending the claim and there is no other compelling reason for trial. The court may impose a conditional order requiring payment into court where liability is unsustainable, quantum issues are weak, and the condition operates as a pragmatic means of avoiding unnecessary further costs. Such an order is not equivalent to payment to the claimant. The court must consider whether the condition would cause unfairness or stifle proceedings, but a bare assertion of impecuniosity is insufficient. Summary judgment should be refused where a material issue depends on contradictory evidence, including whether an agent had authority to sign a guarantee for another person.

The appellants appealed against Master Davison’s orders granting the First Claimant summary judgment against the First Defendant on liability, granting conditional leave to defend on other matters subject to payment into court of the claim and interest, and refusing the Second Defendant’s application for summary judgment on a guarantee or indemnity claim.

The dispute arose from unpaid invoices for frozen fish supplied under a Business Agreement. The First Defendant disputed the contracting relationship and the amount due. The Second Defendant, its sole director and shareholder, argued that any personal liability under clause 11 was an unenforceable guarantee because she had not signed the agreement. The central issues were whether summary judgment was appropriate, whether the payment-in condition was permissible, and whether the evidence concerning authority to sign the alleged guarantee required a trial.

1. Appeal dismissed. Master Davison’s order was affirmed.
2. Under CPR24.2, summary judgment may be granted where there is no real prospect of successfully defending the claim and no other compelling reason for trial. The Master was entitled to conclude that the First Defendant’s admissions, contemporaneous records and the Business Agreement left no realistic prospect of defending liability.
3. The Claimants’ fuller running-balance case in the Reply did not contradict the Particulars of Claim. It responded appropriately to the Defendants’ pleaded position and was supported by contemporaneous invoices and records.
4. The condition requiring payment of the claim and interest into court was within the Master’s discretion. It was imposed as a pragmatic shortcut because the defences to quantum appeared weak, while quantum itself had not been finally determined. The money was to remain in court, not be paid to the Claimants. The authorities concerning security for costs and conditions which stifled proceedings were materially different. No application had been made to pay by instalments or to present evidence of means.
5. The Second Defendant’s cross-application was rightly refused. Whether clause 11 was a guarantee or indemnity, and whether her husband had authority to sign on her behalf for the purposes of s.4 of the Statute of Frauds 1677, depended on contested evidence. Her role as sole director and shareholder, correspondence and the circumstances of execution provided a real prospect that the Claimants would succeed. The issue therefore required determination at trial.

• High Court (Queen’s Bench Division): appeal against Master Davison’s summary judgment and related orders dismissed; the order was affirmed.