A company providing environmental training courses has won its appeal against the non-payment of invoices by a major client.
The issue arose after the provider was hired to provide training on behalf of the client to small and medium-sized enterprises.
The draft service agreement stated that payment would only be made if the provider produced evidence of the training given and resulting actions taken by the SMEs.
The agreement called for evidence of registration forms, meeting notes, a workshop attendance register, proof of workshop activity, course handouts, and “any other notes or documents that give details of the content of the workshop”.
In an email between the parties, the provider suggested that it could provide workshop slides as evidence of the workshop content.
Following the courses, the provider sent invoices for approximately £33,400 and produced copies of course agendas, attendance registers, meeting notes, environmental policies and action plans completed by the SMEs at the workshops.
Non payment of invoices
The client refused to pay the invoices on the basis that the provider had failed to include a copy of the workshop slides.
The County Court judge ruled in favour of the client after accepting that the provider was required to produce the slides as evidence of the workshop content.
That decision has now been overturned by the Court of Appeal. It said that what the client really needed to know was what plan of action was proposed at the workshop, and what arrangements were made to pursue that action plan.
That had all been included in the material provided by the provider. Slides did not add much, if anything. There was no contractual obligation to provide the slides. They were mentioned in email correspondence, but that was not a contractual document and it did not introduce a separate term of the contract between the parties.
The parties had intended their agreement to be governed by the draft service agreement, not by additional matters incidentally mentioned in discussions or emails before the contract was concluded.
This case illustrates the importance of clarity in contracts and in discussions. Please contact us if you would like advice about any aspect of contract law.