Hanbridge Services Ltd v Aerospace Communications Ltd

• Jurisdiction: Ireland
• Judge: FINLAY C.J.
• Judgment Date: 10 March 1993
• Neutral Citation: 1993 WJSC-SC 593
• Date: 10 March 1993
• Court: Supreme Court
• Docket Number: 107/92

HANBRIDGE SERVICES LTD v. AEROSPACE COMMUNICATIONS LTD

BETWEEN

HANBRIDGE SERVICES LIMITED

Plaintiff/

Respondent

and

AEROSPACE COMMUNICATIONS LIMITED

Defendant/

Appellant

1993 WJSC-SC 593

107/92

THE SUPREME COURT

Synopsis:

CONFLICT OF LAWS

Contract

Breach - Action - Trial - High Court - Jurisdiction - Computers - Manufacture and sale by Irish company - Supply by annual deliveries - Prerequisite that English company place specific orders - Test of obligation upon which action based - Place of performance of obligation - Onus of proof on plaintiff to establish that place of performance of defendant's obligation was not in the country of defendant's domicile - Jurisdiction of Courts and Enforcement of Judgments (European Communities) Act, 1988, s.3; 1st schedule, articles 2, 5 - (107/92 - Supreme Court - 10/3/93)

|Hanbridge Services Ltd. v. Aerospace Communications Ltd.|

CONTRACT

Breach

Action - Trial - High Court - Jurisdiction - Computers - Manufacture and sale by Irish company - Supply by annual deliveries - Prerequisite that English company place specific orders - Test of obligation upon which action based - Place of performance of obligation - Onus of proof on plaintiff to establish that place of performance of defendant's obligation was not in the country of defendant's domicile - (107/93 - Supreme Court - 10/3/93)

|Hanbridge Services Ltd. v. Aerospace Communications Ltd.|

HIGH COURT

Jurisdiction

Contract - Breach - Action - Trial - Computers - Manufacture and sale by Irish company - Supply by annual deliveries - Prerequi site that English company place specific orders - Test of obliga tion upon which action based - Place of performance of obligation - Onus of proof on plaintiff to establish that place of perform ance of defendant's obligation was not in the country of defend ant's domicile - (107/93 - Supreme Court 10/3/93) [1994] 3 I.R. 352

|Hanbridge Services ltd. v. Aerospace Communications Ltd.|

Citations:

JURISDICTION OF COURTS & ENFORCEMENT OF JUDGMENTS (EUROPEAN COMMUNITIES) ACT 1988

BRUSSELS CONVENTION ART 5

BRUSSELS CONVENTION ART 2

UNIDARE PLC & ANOR V SCOTT LTD 1991 2 IR 88

GANNON V B & I STEAM PACKET CO LTD UNREP SUPREME 5.11.92

BRUSSELS CONVENTION ART 6.1

KALFELIS V BANKHAUS SCHODER MUNCHMEYER HENGST & CO & ORS 1988 ECR 5565

BRUSSELS CONVENTION ART 5.1

BRUSSELS CONVENTION ART 6

1 JUDGMENT delivered on the 10th day of March 1993by FINLAY C.J. [NEM DISS]

2 This is an appeal brought by the Defendant against an order made in the High Court on the 25th February 1992 dismissing an application made by the Defendant by motion to strike out for want of jurisdiction the proceedings herein. The application and appeal involve the question of the interpretation of the Jurisdiction of Courts and Enforcement of Judgments (European Communities) Act 1988.

3 The Plaintiff is a limited liability company registered and domiciled in Ireland and the Defendant is a limited liability company registered and domiciled in the United Kingdom.

4 By a plenary summons issued in Ireland on the 28th June 1991 the Plaintiff claimed damages for breach of contract and in so claiming asserted that the Court had power under the Act of 1988 to hear and determine the Plaintiff's claim by virtue of section 2, article 5.1 of the 1968 Convention, and stated that no proceedings between the parties herein concerning the same cause of action was pending between the parties herein in another contracting State.

5 By statement of claim delivered on the 2nd July 1991 the Plaintiff averred that by an agreement made between it and the Defendant the Plaintiff agreed to manufacture and sell to the Defendant, who agreed to buy eight thousand computers in accordance with the samples thereof submitted by the Plaintiff to the Defendant.It is alleged in the statement of claim that the agreement between the parties was made partly orally, partly in writing and partly by conduct. The Plaintiff then sets out particulars and details of the writing, oral statements and conduct relied upon, and claims in the claim that "wrongfully and in breach of the said agreement the defendant has failed and refused and continues to fail and refuse to give effect to or discharge its obligations or any of them thereunder whereby the Plaintiff has suffered and continues to suffer very heavy injury, loss and damage." By notice of motion dated the 22nd November 1991 the Defendant sought an order striking out the Plaintiff's claim for want of jurisdiction. This motion was supported by affidavit and affidavits were filed on behalf of the Plaintiff in reply thereto. A number of further affidavits were served and filed and eventually, upon the matter coming on for hearing before Lardner J., one of the deponents was cross-examined on his affidavit.

6 The contention of the Plaintiff that it entered into a binding contract with the Defendant to manufacture and sell to the Defendant eight thousand computers is, on the affidavits so far filed, strenuously denied by the Defendant who asserts that the negotiations, discussions and documents went no further than a stage in negotiations which might have led to such a contract, but that it, the Defendant, withdrew from the negotiations before any agreement was made between the parties. It was agreed on the facts that between August 1990 and November 1990 six sample computer systems were ordered by the Defendant from the Plaintiff and that they were paid for. The Plaintiff's case is that subsequent to the manufacture and supply of these sample pieces of equipment that the price; the precise specifications; the times for delivery from time of order; and the total number of computers to be supplied in accordance with the contract, namely, eight thousand over a period of three years, in separateamounts, were all finally agreed between the Plaintiff and the Defendant. The amounts in each of the years concerned were for one thousand units in the year 1991, two thousand units in the year 1992, and five thousand units in the year 1993.

7 Other than the six sample models manufactured, delivered and paid for prior to the end of the year 1990, by January of 1991 the Defendant had not ordered any further computers to be manufactured and supplied to it. On query from the Plaintiff the Defendant then contended that no agreement existed, that what had been merely a possible project was now for various reasons being abandoned and that it had no further obligation to the Plaintiff. These proceedings were then instituted in June of 1991. In the affidavit filed to resist the motion to strike out for want of jurisdiction, Mr. Liam Keehan, managing director of the Plaintiff company, at paragraph 27, stated as follows:

"I believe from the documents to which I have referred and to the behaviour and conduct of the Plaintiff and the Defendant herein that a contractual arrangement exists between the Plaintiff and the Defendant and that the contractual obligation which forms the basis of these proceedings or, alternatively, the characteristic obligation of the contract, was a requirement upon the Plaintiff's part to manufacture computers to the Defendant's specification at his premises in Shannon in County Clare, with an obligation upon the Defendant to take delivery at those premises following inspection at the Shannon premises by a representative of British Aerospace Communications Limited, as outlined in...