Quantum Advisory Limited v Quantum Actuarial LLP

Where a contract gives a party access to defined information, the obligation must be construed by reference to the contractual language and the agreement as a whole. An obligation to give access does not ordinarily require the recipient to create documents, formulate answers, prepare tenders, provide premises or personnel, or undertake additional substantive work. Information may include information held in employees’ memories if it falls within the contractual definition. The method of access is sufficient if it is effective to obtain the information, and need not be limited to inspection at the recipient’s premises.

A good-faith obligation cannot be used to widen the substantive scope of a professionally drafted agreement. Declaratory relief is discretionary and may be unsuitable where detailed declarations would address hypothetical future circumstances. In such cases, practical guidance may be more effective.

The claimant and defendant were parties to a long-running dispute concerning a services agreement under which the defendant provided services to the claimant’s clients. The claimant sought declarations concerning the defendant’s obligations under clause 8.5, which required immediate access to information requested by a claimant director.

The claimant contended that the clause, supplemented by duties of good faith, fiduciary obligations and transparency, required extensive co-operation in tendering exercises and access to information in various forms. The defendant argued that the proposed declarations impermissibly rewrote the clause and addressed hypothetical future disputes.

The court therefore considered the proper construction and practical scope of clause 8.5, and whether detailed declarations were an effective form of relief.

1. Relief and approach. The court found a real and present dispute about the extent of the obligations under clause 8.5. However, detailed declarations would risk creating further disputes because their application would depend on circumstances that could not yet be known. Narrative guidance on the practical issues was the most effective resolution.
2. Construction of clause 8.5. The clause required the defendant to give access to information in its possession relating to the defined Clients and Services. It did not require access to everything merely available to the defendant. Nor did it require the formulation of answers, the creation of new documents or the processing of information into a particular format.
3. Good faith and contractual scope. Even assuming an implied duty of good faith applied to clause 8.5, it could regulate conduct within the agreement’s limits but could not enlarge the Services or impose additional substantive obligations. Requests which effectively required the defendant to prepare or support a tender fell outside the clause. Information needed in a tendering process could nevertheless fall within the clause where it related to the defined Clients and Services.
4. Application to the practical issues. Requests for the defendant’s premises and personnel for meetings, presentations or site visits were outside clause 8.5. The term information was not confined to tangible material; it could include information held in employees’ memories if it satisfied the contractual definitions. The clause did not prescribe the method of access, so remote access could comply if it was effective to obtain the relevant information. Information concerning the defendant’s philosophy was within the obligation only where it related to the defined Clients and Services.
5. The court declined to give wider guidance on hypothetical situations. Consequential matters that could not be agreed were to be addressed, so far as possible, by written submissions, with an agreed draft order filed within 14 days.

The judgment itself records earlier decisions in the same litigation, including [2020] EWHC 1072 (Comm), [2021] EWCA Civ 227, [2022] EWHC 1423 (Ch), [2023] EWCA Civ 12 and [2023] EWHC 47 (Ch). Those decisions form part of the procedural history of the dispute but are excluded from the cited-case treatment analysis.