The High Court has dismissed proceedings brought by Bushell Interiors Limited against German company Liecht Küchen A.G., ruling that an agreement between the parties required disputes arising from their business relations to be heard in Germany.
The judgment, delivered by Mr Justice Michael Moriarty on 14 January 2014, concerned the defendant’s application to set aside the proceedings for want of jurisdiction. Bushell sought damages for alleged breach of contract and interference with its economic interests, as well as compensation under the Commercial Agents Regulations.
The companies had traded from around September 2008. Bushell supplied kitchens for further distribution and argued that its relationship with the defendant went beyond supply and purchase: it said it acted as the defendant’s agent in Ireland. It pointed to being listed as a dealer on the defendant’s website and to correspondence describing it as a “highly qualified Leicht Master Dealer”. The parties agreed that no agency agreement had been put in writing.
The defendant relied on Clause 14 of Bushell’s General Terms of Sale, Delivery and Payment. The clause provided for the exclusive jurisdiction of courts in Schwäbisch Gmünd for disputes arising directly or indirectly from business relations, while also allowing an action at the defendant’s headquarters. The defendant argued that the clause applied to the dispute and was binding under Article 23 of the Brussels I Regulation.
The court found that the clause was binding for the kitchen sale and delivery contracts and that its wording extended to the parties’ entire business relationship. It also rejected Bushell’s argument that the clause covered only individual sales contracts. Letters setting out trading terms had been sent with the defendant’s terms and conditions, and a later letter confirmed those conditions remained unchanged. The judge found they should be read together as the totality of the agreement.
The court said Bushell had not established that the special jurisdiction rules in Article 5 of Brussels I justified the Irish court taking the case. On the agency issue, the judge said a detailed analysis was unnecessary given the jurisdiction finding. For completeness, he said the trading-terms letters did not evidence an agency agreement and there was no documentary evidence on which to find one. He was not convinced that Bushell had made out a stateable case that it was the defendant’s agent under the Commercial Agents Regulations.
The court granted the defendant’s application and ordered the proceedings dismissed for want of jurisdiction. It did not determine the underlying claims for damages or compensation.