Quidpay Finance Limited v SettleGo Solutions Limited (t/a OpenPayd)

An obligation in a payment-services contract requiring a customer to maintain a reserve is a continuing primary obligation, not an accrued right, unless the contract provides otherwise. If the provision is omitted from an express survival clause, a pre-termination notice does not convert the continuing restriction into a surviving entitlement. A provider cannot rely on a post-contractual ledger arrangement to alter the bargain or extinguish e-money rights. Such a result would also require clear and prominent redemption terms under the Electronic Money Regulations 2011. Commercial inconvenience does not justify rewriting the agreed allocation of risk.

QuidPay used the defendant’s electronic-money and payment services under standard General Terms of Use. Following suspected fraud, the defendant served a notice requiring a substantial reserve and deducted equivalent value from QuidPay’s accounts, crediting an internal ledger. QuidPay terminated the agreements on 27 May 2026.

The expedited trial concerned whether clause 15 survived termination and whether the pre-termination reserve requirement created an accrued right allowing the defendant to retain the reserve afterwards. The parties accepted that the reserve requirement had been validly exercised before termination. The court also considered the interaction with e-money redemption and safeguarding requirements.

Preliminary issue—determined in favour of QuidPay. Clause 15 did not survive termination and a valid pre-termination reserve notice created no accrued right to retain the Reserve.

1. Contractual construction. The judge applied a unitary approach directed to the objective meaning of the language, read as a whole and in its proper factual context. The approach reflected Lukoil Asia Pacific Pte Ltd v Ocean Tankers (Pte) Ltd [2018] EWHC 163 (Comm), Wood v Capita Insurance Services Ltd [2017] UKSC 24 and National Commercial Bank Jamaica Ltd v NCB Staff Association [2024] UKPC 2. The warnings in Arnold v Britton [2015] AC 1619 and Rainy Sky SA v Kookmin Bank [2011] 1 WLR 2900 meant that clear language could not be displaced merely because the result was commercially unattractive.
2. Meaning of clause 15. A float meant a minimum balance retained in the customer’s account. A reserve account meant a transfer into a separate account. In either case, the amount was understood to be e-money. The word maintain imposed an ongoing obligation on QuidPay to keep the relevant amount in existence. Clause 15.3 addressed the mechanics of deduction but did not clearly authorise OpenPayd to transfer the value into its own account or extinguish QuidPay’s rights.
3. Effect of termination. The obligation was a primary obligation and a contractual restriction on use of the reserve, not an accrued right. Clause 15 was not included in the express survival provisions in clause 22.8. It therefore ended on termination and was not preserved by clause 22.5. The survival of the indemnity in clause 16.4 did not alter that conclusion.
4. Regulatory and contextual considerations. OpenPayd’s post-contractual creation of an internal ledger could not determine the meaning of the agreement. On the facts, the ledger credit was not e-money under regulation 2 of the Electronic Money Regulations 2011. Treating the arrangement as extinguishing QuidPay’s e-money rights would also create a condition of redemption requiring clear and prominent contractual wording under regulation 40, which the terms lacked. The proposed construction was additionally inconsistent with the safeguarding context.
5. Commercial common sense and result. Neither construction was so commercially absurd as to justify departing from the text. The consequences represented a contractual allocation of risk. Clause 22.6 required the reserve to be accounted for on termination. The preliminary issue was answered in the stated negative, and the Reserve was to be paid immediately. Interest and consequential orders were left for further agreement or written submissions.

This was a first-instance expedited trial. The judgment records earlier injunction and disclosure steps, including a prior judgment at [2026] EWHC 1477 (Ch) , but no appeal from a decision on the preliminary issue.