Corelogic UK Limited v Landmark Valuation Services Limited

A contractual reference to developing an API can impose an obligation to make it available where the agreement, read as a whole, treats it as replacing a temporary interface and grants access once it is ready. A later agreement about technical detail may concern implementation mechanics rather than operate as a condition precedent. Extending the contractual term can extend the compliance deadline. Costs directly incurred because the promised replacement was not supplied are recoverable where they are an ordinary and foreseeable consequence and fall within the contract breaker's assumed responsibility. Staff-time claims still require proof of diversion, significant disruption and a rational evidential basis. Open-ended declaratory relief for future losses is exceptional and may be refused where future arrangements are uncertain.

Corelogic UK Limited claimed damages from Landmark Valuation Services Limited for breach of an agreement concerning integration between their respective mortgage-valuation systems. The agreement contemplated development of an API to replace a Beta Interface. Landmark admitted that it had not developed an API but disputed any obligation to provide one.

The agreement was varied in January 2019, extending its term. Landmark relied on waiver and estoppel and challenged the recoverability and proof of infrastructure and labour costs. Corelogic also sought declaratory relief concerning continuing losses.

The central questions were whether the agreement required Landmark to develop and make an API available, when performance was due, and what losses and remedies followed from the breach.

The claim succeeded in part. The court held:

1. Construction. Applying the objective and unitary approach adopted in Lukoil Asia Pacific Pte Ltd v Ocean Tankers (Pte) Ltd [2018] EWHC 163 (Comm), the agreement, read as a whole, required Landmark not only to develop an API but also to make it available to Corelogic and authorised users. The Beta Interface was temporary; the agreement granted access through the API once ready; and the references to availability had substantive meaning. The further agreement contemplated by Schedule 2 concerned implementation mechanics, not a condition precedent. Evidence of negotiations could not be used to show that the agreement omitted the obligation. The limited exception identified in Merthyr (South Wales) Ltd v Merthyr Tydfil County Borough Council [2019] EWCA Civ 526 did not apply.
2. Variation and breach. The Deed of Variation extended the deadline for developing and providing the API to 13 March 2022. No API had been provided, so Landmark was in breach. The separate allegation of failure to exercise reasonable skill and care was not proved. The fallback implied-term issues therefore did not arise.
3. Waiver and estoppel. Corelogic had not abandoned the contractual requirement and the parties had not reached a common understanding that it would not be enforced. The no-waiver clause applied. Consistently with the distinction drawn from Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2019] AC 119, the estoppel argument required detrimental reliance, which Landmark had not established.
4. Loss. Applying Hadley v Baxendale [1854] 9 Exch 341 and The Achilleas [2008] UKHL 48, the costs of continuing with the temporary Beta Interface were a direct and ordinary type of loss falling within Landmark's assumed responsibility. Loss after expiry of the agreement remained recoverable because access would have continued through the API and accrued claims were preserved. The Virtual Machine costs were proved and awarded in the reduced sum of £332,405.44.
5. Quantum and relief. The technical experts' evidence was confined by the case-management order and could not be repurposed to address quantum. The labour-cost claim failed under the principles in Aerospace Publishing Ltd v British Thames Water Utilities Ltd [2007] EWCA Civ 3 and Zenith Logistic Services (UK) Ltd v Keates [2022] EWHC 1496 (Comm): the estimates were impressionistic and unsupported by timesheets or other records. The court stated obiter that fully supported API services would have placed ongoing API costs on Landmark. No credit for benefits was proved, and no open-ended declaration was granted because future arrangements were uncertain and the remedy was exceptional and speculative.

Consequential matters were left for agreement or further hearing.