Woodford Construction Ltd v Readymix (West Indies) Ltd (Trinidad and Tobago)

Where a contract makes compliance with a verification process essential to payment, removal of goods without verification may amount to theft, but only if the ordinary meaning of theft, including dishonesty, is established. Dishonesty may be implicit in findings of deliberate removal without accounting where no innocent explanation is advanced.

An express termination clause based on a checker’s absence cannot be extended to cover other procedural breaches or rewritten by implication. On a second appeal, concurrent findings of fact are not reopened absent exceptional circumstances. A failure to put dishonesty expressly in cross-examination does not necessarily make a trial unfair; fairness is assessed in context and overall.

Woodford Construction Ltd v Readymix (West Indies) Ltd concerned a contract permitting Woodford to remove pitrun from Readymix’s quarry using a prepayment and verification procedure. Readymix terminated the contract and, at trial, relied on alleged unverified removal and theft, although those grounds had not appeared in the termination notice.

The High Court dismissed Woodford’s claim in CV2015-03254, finding both non-verification and theft. The Court of Appeal dismissed the appeal in CA P-414/2018, rejecting termination based on verification breaches alone but upholding the finding of theft. The principal questions before the Board were whether theft had been properly established despite the absence of an express finding of dishonesty, and whether the shifting and unpleaded theft case made the trial fundamentally unfair.

Appeal dismissed.

1. The express term providing that no material was to leave the quarry without the physical presence of a Readymix checker entitled Readymix to terminate for a single breach, but only where the checker was physically absent. It could not be extended to cover other breaches of the verification procedure or rewritten by implication. The contractual ground concerning rules and procedures was inoperative because no such rules or procedures were mentioned in the contract.
2. The parties agreed that theft bore its ordinary meaning: dishonestly taking property belonging to another. Theft and breach of the verification procedure were separate issues. The Court of Appeal’s description of theft as taking property without consent omitted dishonesty, but its conclusion was sustainable in the contractual context.
3. The trial judge’s findings that pitrun was deliberately removed without verification and without payment carried an implicit finding of dishonesty. The verification process was fundamental because it was the only means of recording removals and drawing them down against Woodford’s prepayment. Woodford had advanced a binary case, offered no innocent explanation, and had accepted that proven non-verification would lead to the conclusion that pitrun had been stolen. The judge was therefore entitled to infer dishonest taking on the evidence concerning 26 March and 10 April 2015.
4. The Board reaffirmed the practice stated in Sancus Financial Holdings Ltd v Holm (Practice Note) [2022] UKPC 41: concurrent findings of fact are not reviewed on a second appeal save in exceptional circumstances. A procedural-fairness argument may contribute to an exceptional case, but does not automatically bypass the practice.
5. Under Griffiths v TUI (UK) Ltd [2023] UKSC 48, dishonesty should generally be put squarely to witnesses, but the effect of any omission depends on the context and whether the trial was fair overall. Here the theft issue was live, Woodford engaged with it extensively, made no complaint at trial or in the Court of Appeal, and invited the judge to determine it. The high threshold for reopening the concurrent findings was not met.

1. Privy Council. The Board dismissed Woodford’s appeal from the decision of the Court of Appeal.
2. Court of Appeal of the Republic of Trinidad and Tobago. By judgment dated 31 January 2023 in CA P-414/2018, the court dismissed the appeal. It rejected termination based on verification breaches alone but upheld the finding that theft justified termination.
3. High Court of Trinidad and Tobago. In CV2015-03254, by judgment dated 22 November 2018, Quinlan-Williams J dismissed Woodford’s claim and found that Readymix had established non-verification and theft.