Anron Bunkering DMCC v Glencore Energy UK Ltd

A summary judgment application should be determined where the issue is a short question of law and the pleaded facts provide the necessary basis for decision. A detailed commercial contract will not ordinarily contain an implied term merely because it would be useful, fair or commercially desirable. The requirement of necessity or obviousness remains decisive.

In a claim for restitution following failure of basis, termination of the contract is not invariably required. The question is whether the state of affairs contemplated as the basis for payment has failed to materialise. That may occur before termination where delivery has ceased to be a realistic possibility. A document showing a net balance against the claimant will not acknowledge a debt for limitation purposes where it contains no admission of legal liability.

Anron claimed approximately US$1.96 million arising from advance payments made under two gasoline sale contracts with Glencore. It pleaded implied contractual terms requiring accurate statements of account and, alternatively, claims in money had and received based on unjust enrichment.

Glencore sought summary judgment, arguing that the implied terms should not be implied and that the restitutionary claims were time-barred. Anron also sought a 30-day adjournment because it was unrepresented. The court rejected the adjournment application and considered whether the pleaded claims had any real prospect of success.

1. Adjournment. The adjournment application was refused. The burden lay on Anron to justify postponement. The court scrutinised its unsworn evidence, considered the substantial delay and wasted resources an adjournment would cause, and found that Anron had not shown that its lack of representation was unavoidable.
2. Summary judgment. The court applied the approach in Easyair Limited v Opal Telecom Ltd, including the principle that the court should decide a short point of law where it has the necessary material and adequate opportunity for argument. The issues could properly be decided on the pleaded facts.
3. Implied terms. The proposed terms were not implied into the detailed commercial contracts. They were not necessary to give business efficacy or commercial or practical coherence, and their apparent usefulness or fairness was insufficient. The proposed obligation to state deductions correctly would also impose an unwarranted absolute obligation, including liability for good-faith error. The implied-term claims therefore had no prospect of success.
4. Failure of basis. The restitutionary claims were founded on simple contract for the purposes of Limitation Act 1980, section 5, and were subject to a six-year limitation period. Following Dargamo Holdings Ltd v Avonwick Holdings Ltd, termination is not invariably required. The relevant question is whether the state of affairs contemplated as the basis for payment has failed to materialise. On the pleaded facts, any real possibility of delivery of the first instalment had ended by 4 May 2016, when the cargo had been sold to a third party. The causes of action had therefore accrued by that date and were time-barred.
5. Alternative basis. Even if termination were required, Anron had not pleaded termination of the relevant instalment contract or any later failure-of-basis event. The statements of account were not acknowledgments under sections 29(5) and 30 of the Limitation Act 1980, because they showed a net amount owed to Glencore and contained no admission of legal liability to Anron.
6. The claim was summarily dismissed. The alternative application for security for costs did not require determination.