Management Information Centre Limited v Royal Berkshire NHS Foundation Trust

Summary judgment and strike-out are inappropriate where the pleaded claim has a realistic, rather than fanciful, prospect of success and unresolved evidence may materially affect the result. The court must avoid conducting a mini-trial, while still testing whether factual assertions have real substance.

A defective pleading should ordinarily be amended where the defect may be cured. A claim alleging an overarching or relational contract must identify the contractual basis, the relevant commercial context and the circumstances said to justify an implied duty of good faith. In public procurement, an overarching call-off agreement may coexist with discrete purchase orders, invoices and project arrangements.

The claimant, an IT services provider, claimed damages exceeding £200,000 from an NHS trust for alleged unlawful termination of the parties’ contractual relationship. It alleged that the relationship was governed by an overarching retainer or relational contract, including a nine-month notice term and an implied duty of good faith.

The defendant contended that the services were supplied under separate project agreements, each ending through the effluxion of time, and applied for summary judgment or strike-out under the Civil Procedure Rules. The central issues were whether the claim disclosed reasonable grounds, whether it had a real prospect of success, and whether further disclosure and amendment might materially affect the contractual analysis.

Application dismissed. The claim was weak but was not so obviously deficient or hopeless that it should be struck out, and the court could not be certain that it would fail.

1. Under rule 3.4 of the Civil Procedure Rules, strike-out was inappropriate where the pleading raised a serious issue requiring evidence, or where its defects could be cured by amendment. The claimant had pleaded its case as fully as its circumstances reasonably permitted, given the loss of historic documents.
2. Under Part 24, the question was whether the claimant had a realistic prospect of success and whether there was any compelling reason to determine the dispute without trial. The court applied the principles summarised in Easyair Limited v Opal Telecom Limited, including the prohibition on conducting a mini-trial and the need to consider evidence reasonably expected to be available at trial.
3. The contractual documentation supported the defendant’s project-by-project case. However, it did not exclude the possibility of an overarching agreement, a call-off arrangement, or standard terms containing a notice provision. Missing communications, standard terms and evidence from key witnesses could materially affect the result.
4. The claim concerning a relational contract required better particulars. The claimant had to identify the relevant contractual formation case, commercial context, characteristics said to justify relational status, the alleged good-faith obligation and the alleged breaches. The principles in Bates v Post Office Ltd (No.3: Common Issues) supplied relevant guidance, but did not establish any general duty of good faith in commercial contracts.
5. A call-off contract could govern an overarching relationship while still operating through purchase orders, invoices and discrete projects. Such documentation was not necessarily a device concealing an overarching agreement.

The claimant was permitted to amend specified parts of its Particulars of Claim. The court declined to determine potentially important contractual issues summarily before the required amendments and disclosure.