Gowlain Bulding Group Ltd entered into a contract to do some building works at a school. Part of the work included re-roofing a boiler house, which Gowlain intended to subcontract to Full Metal Jacket Ltd. Accordingly, Gowlain supplied FMJ with a simple drawing of the roof and requested FMJ to quote for the relevant work. In response FMJ submitted an initial quotation, which, because FMJ had mistakenly under-priced, was subsequently withdrawn by FMJ.
Prior to receipt of FMJ's revised quotation, Gowlain faxed FMJ a second drawing of the roof, which showed the roof in more detail then the previous drawing that had been submitted by Gowlain. FMJ subsequently submitted a revised quotation, which was accepted by Gowlain. FMJ ignored the second drawing when actually completing the works and as a result the completed roof had to be redone.
FMJ requested payment for the works it had undertaken. Gowlain refused to pay FMJ for the works and counterclaimed for breach of contract. FMJ commenced an adjudication and the adjudicator found in favour of FMJ. However, summary judgment to enforce the adjudicator's award was refused and the matter went to trial.
The trial judge held that the contract required the work to be completed in accordance with the second drawing and therefore Gowlain was entitled to succeed on its counterclaim. The judge gave judgment for Gowlain and ordered FMJ to pay the costs of the claim and the counterclaim.
The principal issue was whether the contract between FMJ and Gowlain required FMJ to comply with the second drawing.
Reference
The Court of Appeal held that there was no room for misunderstanding - the contract comprised the work shown on the second drawing. Accordingly, the trial judge had correctly construed the contract and reached the correct result.
*Full case details
Full Metal Jacket Ltd vs Gowlain 好色先生TV Group Ltd, 9 December 2005, Court of Appeal, May LJ, Arden LJ, Sir Peter Gibson, [2005] EWCA Civ 1809
Postscript
The case demonstrates the importance of ensuring that contractual obligations are properly understood before submitting quotations and/or commencing work.
In this particular case FMJ had not provided a proper quotation on the first drawing, yet Gowlain had issued a second drawing. In such circumstances it is perhaps easy to see how confusion may have arisen.
