January 15, 2024 SCT - JUDGMENTS AND ORDERS
Claim No: SCT 381/2023
THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS
In the name of His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Ruler of Dubai
IN THE SMALL CLAIMS TRIBUNAL OF DIFC COURTS
BEFORE H.E. JUSTICE NASSIR AL NASSER
BETWEEN
NAVEEN
Claimant
and
NEDHA
Defendant
| Hearing : | 27 December 2023 |
|---|---|
| Judgment : | 15 January 2024 |
JUDGMENT OF H.E. JUSTICE NASSIR AL NASSER
UPON a Hearing having been listed before H.E Justice Nassir Al Nasser on 27 December 2023, with the Claimant’s and the Defendant’s representatives in attendance
AND UPON reading the submissions and evidence filed and recorded on the Court file
IT IS HEREBY ORDERED THAT:
1. The Defendant shall pay the Claimant the sum of AED 183,377.66 plus interest at the rate of 9% per annum from the date of this Judgment until the date of full payment.
2. The Defendant’s counterclaim shall be dismissed.
3. There shall be no order as to the costs of the counterclaim.
4. The Defendant shall pay the Claimant the Court fee in the sum of AED 9,168.88.
Issued by:
Hayley Norton
SCT Judge and Assistant Registrar
Date of Issue: 15 January 2024
At: 3pm
THE REASONS
Parties
1. The Claimant is Naveen (the “Claimant”), a company registered and located in Dubai, UAE.
2. The Defendant is Nedha (the “Defendant”), a company registered and located in Dubai, UAE.
Background and Procedural History
3. The underlying dispute is in r to unpaid invoices arising from the sales agreement signed by the Claimant and the Defendant on 15 September 2021 (the “Agreement”).
4. On 3 October 2023, the Claimant filed a claim with the DIFC Courts’ Small Claims Tribunal (the “SCT”) seeking payment from the Defendant for alleged unpaid invoices arising in the amount of AED 183,377.66.
5. On 20 October 2023, the Defendant filed an Acknowledgment of Service with the intention to defend all of the claim and filed a counterclaim seeking the sum of AED 388,840.
6. The parties met for a Consultation with SCT Judge Maitha Al Shehhi on 24 October 2023 but were unable to reach a settlement.
7. In line with the rules and procedures of the SCT, this matter was referred to me for determination, pursuant to a Hearing held on 27 December 2023, at which the Claimant’s and the Defendant’s representatives were in attendance.
Claim
8. The Claimant submits that the parties entered into the Agreement to supply the Defendant with seafood caviar products. Pursuant to the purchase orders issued by the Defendant, the Claimant supplied the Defendant the quantity demanded.
9. The Claimant submits that the Defendant received the products and signed the invoices, however, failed to settle the outstanding amount in the sum of AED 183,377.66.
10. Therefore, the Claimant filed a claim claiming the total sum of AED 183,377.66 for unpaid invoices, plus legal interest at the rate of 9% per annum from the date of filing the claim until the date of full payment in addition to costs.
Defence and Counterclaim
11. The Defendant submits that in September 2020, the parties were engaged in negotiating purchase of caviar and seafood products (the “Products”) this included communication over WhatsApp.
12. On 19 January 2021, the parties discussed a bulk discount term for the Products with a total purchase in excess of 100 Kilograms. On 15 September 2021, the parties signed the Agreement, however, there was no reference to the bulk discount term, or any other prices. However, the Defendant assumed that these had been agreed.
13. The Defendant submits that the Defendant purchased 296 Kilograms of Products and paid AED 892,890. However, when an audit was conducted, the Defendant discovered that it had paid an excess amount of AED 388,840 after applying the bulk discount term.
14. The Defendant submits that the excess amount of AED 388,840 should be set off against the claim amount and the balance should be refunded to the Defendant.
15. The Defendant submits that in Absalom v TRCU Ltd [2005] EWHC 1090 (comm), the Court adopted a broad test for admissible background, embracing “all background knowledge” and material which is relevant to the transaction. The whole contract approach is an objective test, in Lexington Insurance Co v AGF Insurance Ltd [2009] UKHL 40, the Court stated that under English Law, a contract has a meaning which is to be ascertained at the time when it is concluded, having regard to its background and the surrounding circumstances within the parties’ knowledge at that time.
16. The Defendant adds that the bulk discount terms, entailing a discount for a 100 Kilograms purchased over 12 months, formed the basis of the Agreement.
17. The Defendant also adds that Article 49 of the DIFC Contract Law provides that contracts should be interpreted to reflect the parties’ common intention. Since the Agreement did not explicitly mention any pricing, it is clear that the bulk discount term was applicable at all times.
18. Therefore, the Defendant seeks an off set of the overcharged amount against the Claimant’s claim and refund of the balances to the Defendant and costs.
Discussion
19. The Defendant does not deny the Claimant’s entitlement to the invoice of AED 183,377.66. However, the Defendant filed a counterclaim and requested to off set the amount from its counterclaim.
20. Therefore, I find that the Defendant shall pay the Claimant the unpaid invoices in the sum of AED 183,377.66.
Counterclaim
21. The Defendant submits that on January 2021, the parties, by way of WhatsApp, negotiated a bulk discount. On 15 September 2021, the parties signed the Agreement.
22. The Defendant submits that the Claimant failed to apply the bulk discount term which was agreed upon on January 2021 and was the reason for the Defendant to enter into the Agreement with the Claimant.
23. The Claimant submits that the Agreement supersedes any previous discussions with the Defendant. In addition, the Claimant submitted an email dated 14 March 2021, wherein the Claimant provided the terms of the Agreement to the Defendant for its comments.
24. The Agreement provides the following: “the buyer agrees to pay the full amount as per the invoice value based on the price of each product as per the terms agreed by both parties.”
25. The invoices attached to the case file were signed and stamped by the Defendant, pursuant to which I find that the Defendant has accepted the price of each invoice.
26. The Claimant also provided a quotation dated 14 March 2021 which provides the discounts applied in order to get a special price. As per the quotation, in order to get a special price, the Defendant should order 100 Kilograms per annum in a maximum of 10 invoices.
27. The Claimant submits that the Defendant has ordered more than 100 Kilograms of products but over more than 10 invoices per annum. Therefore, the Defendant is not entitled to a special price/discount.
28. I find that the quotation and the Agreement supersede any previous negotiations as the Defendant, after receiving the quotation and after signing the Agreement, placed several orders and has accepted each invoice.
29. Therefore, I find that the Defendant has not paid an excess amount and I dismiss the Defendant’s counterclaim.
Conclusion
30. In light of the aforementioned, the Defendant shall pay the Claimant the sum of AED 183,377.66, plus interest at the rate of 9% per annum from the date of this Judgment until the date of full payment.
31. The Defendant’s counterclaim shall be dismissed.
32. There shall be no order as to the costs of the counterclaim.
33. The Defendant shall pay the Claimant the Court fee in the sum of AED 9,168.88.
