SPECIALIST BUILDING PRODUCTS LIMITED v NEW CENTURY DOORS LIMITED

Permission to amend should generally be granted where a proposed new cause of action arises from substantially the same facts already in issue, unless the amendment is clearly futile or causes irremediable prejudice. Limitation should be left to trial where the date of breach depends on disputed contractual analysis. Strike out requires certainty that the case is bound to fail. Summary judgment requires no realistic prospect of success and no compelling reason for trial. Collateral warranties may be arguable as independent agreements supported by consideration and may coexist with entire-agreement clauses, depending on construction and the evidence.

The claimant supplied fire-door components to the defendant. The defendant sought permission to amend its Defence and Counterclaim to plead breach of collateral warranties, misrepresentation under section 2(1) of the Misrepresentation Act 1967, equitable set-off and additional losses.

The claimant opposed the amendments and applied to strike out the Defence and Counterclaim or obtain summary judgment. The issues were whether the new claims were limitation-barred, arose from substantially the same facts, had a real prospect of success, and should be determined at trial.

1. Amendments allowed. Permission was granted for the collateral-warranty and misrepresentation claims and related amendments. The claimant’s strike-out and summary-judgment applications were dismissed.
2. The collateral-warranty claim was a new cause of action, but arose from substantially the same facts as the existing case. The June 2011 meeting, alleged representations, specification and asserted fire-resistance capability were already in issue (paras [15]–[21]).
3. It was reasonably arguable that the warranty claim was out of time, but it was not time-barred on any view. Whether breach occurred on the first supply or on each later supply required a trial (paras [10]–[14]).
4. The alleged warranties had a real prospect of success. Entire-agreement and no-oral-modification clauses did not necessarily exclude them. It was arguable that the warranties were independent agreements supported by consideration and concerned fire-related properties rather than the goods themselves (paras [25]–[35]).
5. Delay and imperfect particularisation did not outweigh the absence of demonstrated prejudice and the early procedural stage. Further information could address pleading deficiencies (paras [36]–[38], [42]–[43]).
6. The misrepresentation claim was arguable, and limitation issues including when loss was suffered should be determined at trial (paras [39]–[41]). A single trial was presently preferable to preliminary or split trials (paras [46]–[48]).