CONTINUING NEGOTIATIONS AND CONTRACT FORMATION

Fitzpatrick Contractors Ltd v Tyco Fire and Integrated Solutions (UK) Ltd [2008] EWHC 1301 (TCC), 13 June 2008

In Fitzpatrick Contractors Ltd v Tyco Fire and Integrated Solutions (UK) Ltd [2008] EWHC 1301 (TCC), 13 June 2008, Mr Justice Coulson found that the parties to the litigation had concluded a binding contract. He was able to find in the negotiations between the parties an initial broad agreement which was then followed by agreement on various outstanding matters. He rejected the submission that there could be no contract between the parties in the absence of a deed. Finally, he considered an important issue of interpretation relating to the scope of a clause which imposed a cap on the liability of the defendants. He held that the cap applied to the liability which the claimants incurred towards third parties as a result of the defendants’ breach but that it did not apply to claims brought by the claimants in respect of losses which they had suffered as a result of the defendants’ failure to carry out and complete the sub-contract works.