Coltech Recruitment Limited & Anor v Cera Care Limited

Where written contracts unequivocally identify the contracting parties, extrinsic evidence cannot be used to contradict that identification. If genuine ambiguity exists, the court must construe the agreements objectively and read interrelated contracts together. Specific terms governing a particular transaction may clarify or prevail over general terms in an umbrella agreement. Summary judgment is appropriate on a short construction issue where the court has the necessary evidence and the responding party has no real prospect of success. A separate claim against a non-party will not ordinarily provide a compelling reason for a trial.

Coltech Recruitment Limited and 1st PS Limited sought summary judgment for unpaid recruitment fees relating to temporary workers supplied to Cera Care Limited. Cera Care accepted the recruitment period, price and service quality, but contended that its contractual counterparty was Coltech Consulting Limited rather than Coltech Recruitment Limited. It also relied on a possible set-off arising from a separate services dispute with Coltech Consulting Limited. The central issue was the proper construction of the Contingent Worker Contract and the individual Placement contracts, particularly the identity of the contractual Agency.

1. Summary judgment. The application was allowed under CPR 24.3. The issue was a short point of construction, and the court had all evidence necessary to determine it after the parties had an adequate opportunity to present argument.
2. Identity of the contracting party. Where a written agreement unequivocally and exhaustively identifies its parties, extrinsic evidence is inadmissible to show that an unnamed entity was also a party. External evidence becomes relevant only if the writing discloses genuine ambiguity. Any ambiguity must still be resolved by objective construction, considering the agreement as a whole and, where appropriate, facts known to both parties and their communications.
3. The Contingent Worker Contract and the Placement contracts were interrelated and had to be read consistently. The general reference to “Colltech” in the framework agreement was clarified by the specific Placement terms, which identified the Agency as Coltech Recruitment Limited. The logo and unrelated correspondence did not create a realistic evidential basis for identifying Coltech Consulting Limited as the counterparty.
4. The defence therefore had no real, rather than fanciful, prospect of success. Even if ambiguity existed, the available evidence could not realistically resolve the issue in Cera Care’s favour. The possibility of a separate claim or set-off against Coltech Consulting Limited did not constitute a compelling reason for a trial and did not affect the merits of that separate claim.
5. Summary judgment was granted against Cera Care Limited.