Twintec Limited v GSE Building and Civil Engineering Limited EWHC 605 [2002]

Twintec Limited v GSE Building and Civil Engineering Limited EWHC 605 [2002]

Twintec specialised in the design and construction of industrial flooring. GSE were civil engineering main contractors. The sole issue in the trial was whether in August 2001 there was a sub-contract between the parties. The crucial documents were Twintec’s quotation dated 31 July 2001, as discussed and modified by the parties at a meeting on 2 August 2001, and GSE’s letter dated 13 August 2001.

Twintec said its quotation was an offer which GSE’s letter accepted resulting in a contract in August 2001. Twintec said that by that time all material points had been agreed at the meeting on 2 August 2001 and only the sequencing of work remained to be agreed.

GSE argued that its letter was not an acceptance of Twintec’s quotation

because the letter on its face was described as a letter of intent and referred only to its “intent” to place a contract and was not and was not intended to be an acceptance and

because the letter did not in fact accept the quotation because there were significant differences between the two in particular with regard to the contract form, retention and risk allocation.

HHJ Kirkham appears to have found that although there were apparent discrepancies between the quotation and the letter, the letter simply reflected the modifications to the quotation that the parties had agreed at the meeting on 13 August 2001. To the extent that matters were not agreed, they were not material and did not prevent a contract arising.

After referring to the relevant passages in Chitty, Hudson, and Keating the judge said:

There is no settled law on the meaning and effect of letters of intent. The court must decide each case on its facts. It was clear from the evidence that GSE was committed to Wates and needed to secure Twintec’s services quickly. Mr. Martin and Mr. Parker both appear to have proceeded on the basis that a letter of intent would constitute commitment by GSE. It was capable of amounting to an acceptance of Twintec’s offer. As a matter of fact, it did amount to such acceptance”.

Twintech Ltd v GSE Building and Civil Engineering Ltd [2003]