DMH Electrical (UK) Limited v MK City Group Limited

An appellate court reviewing a first-instance decision must identify an error of law or procedural unfairness before interfering. Findings of fact attract a high threshold, particularly where the trial judge heard the witnesses.

Statements of case define the issues and must give fair warning of the case to be met. A claim is construed objectively, read with documents incorporated into it and in its factual context. A quotation may form part of a contract even where some pricing remains to be finalised.

Contractual uncertainty is a last resort. Courts should uphold commercial bargains where the essential obligations, subject matter and price can be ascertained, especially where the contract has been performed.

The claimant carried out electrical work as the defendant’s sub-subcontractor on a development site. The County Court at Luton entered judgment for the claimant in the sum of £63,185, with interest and costs, on 12 May 2022.

The defendant appealed on grounds concerning the pleaded scope of a contract for house electrical installations, whether a provisional quotation could form the basis of a contract, and whether the resulting agreement was void for uncertainty. Permission to appeal was granted on the substantive grounds and on costs.

The appeal was dismissed. The order below was upheld, the respondent was awarded costs summarily assessed at £15,554 including VAT, and any stay of enforcement was lifted.

1. Appellate review. Under Civil Procedure Rules 1998, rules 52.20 and 52.21, the appeal was by way of review. The appellant accepted that the lower court’s factual findings were not challenged. The court therefore considered whether the judge had erred in law.
2. C1 and MVHR works. The quotation, incorporated into the particulars of claim, was construed in its commercial context. It indicated that the claimant would install the mechanical ventilation heat recovery units, with their precise price to be supplied shortly. The parties knew the price before concluding their agreement and then performed the contract on that basis. The quotation did not exclude the work.
3. Pleading. The particulars identified the quotation and pleaded an agreement based on it. Read naturally and objectively, they included the MVHR installations. The defendant knew the case it had to meet and was not taken by surprise. The pleading point therefore failed.
4. C2. The provisional quotation was not itself a formal offer capable of immediate acceptance. However, the parties subsequently discussed it and agreed that the quoted figures would become the contractual prices. The claim properly captured that agreement, notwithstanding the wording of the pleading.
5. Uncertainty. The agreement specified the relevant house types, electrical work, products, prices, site and process for customer-selected upgrades. The absence of a fixed number of houses or precise future choices did not make it void. Courts should construe commercial agreements fairly and broadly and avoid finding uncertainty where the bargain can safely be given meaning.

1. High Court (King's Bench Division): appeal from the County Court at Luton dismissed; judgment and costs order upheld.
2. County Court at Luton: Her Honour Judge Bloom entered judgment for the claimant for £63,185 with interest and costs on 12 May 2022.