Citation: [2025] EWHC 3059 (Comm)
This judgment concerns certain preliminary issues in an ongoing contractual dispute between an oil field operator and a supplier of tubular products relating to allegedly defective tubing used in offshore water injection wells in Ghana. The claimant alleges that the tubing supplied by the defendant was defective and seeks over US$257 million in damages. The preliminary issues dispute was largely concerned with when the contract was formed and which terms applied. The claimant argued that the contract was based on its purchase order and standard terms (albeit amended for the purposes of an earlier order), while the defendant contended its own general conditions were incorporated.
The court held that the contract was concluded on 25 November 2008 when the defendant returned a signed purchase order to the claimant. The court therefore held that the contract was governed by the claimant’s amended terms. The court accepted that: i) the defendant’s covering letter of 25 November 2008 stated that it also enclosed the defendant’s own standard terms and conditions in the associated envelope; ii) the defendant did in fact enclose its standard terms and conditions in the envelope; iii) the claimant’s offer referred to one grade of steel (L80) while the defendant’s correspondence referred to another (VM80); iv) the claimant’s offer referred to pipes of a standard range 3 length, whereas the defendant’s correspondence referred to pipes of a shorter length. Such matters notwithstanding, the court rejected the defendant’s argument that its correspondence of 25 November 2008 was a counter-offer. The court held that the defendant's correspondence of 25 November 2008 was an 'unconditional acceptance' of the claimant’s offer and held that this was not a standard battle of the forms case. The court therefore held that the defendant’s general conditions were not incorporated.
Veronique Buehrlen KC and Matthew Finn acted for the Defendant.
