Sutton Housing Partnership Ltd v Rydon Maintenance Ltd [2017] EWCA Civ 359

In this contract interpretation case, the Court of Appeal ruled on whether figures included in various “Examples” were to be seen as the actual figures setting out the Minimum Acceptable Performance (“MAP”) levels for Roydon’s conduct. Sutton as employer engaged Roydon to carry out the maintenance and repairs of properties in the London Borough of Sutton. The contract required Roydon to achieve the Minimum Acceptable Performance measured against a range of Key Performance Indicators, and entitled Sutton to serve a notice terminating the contract should that MAP not be achieved and go unremedied. Sutton terminated the contract on the basis that Roydon had failed to achieve the contractual MAP levels in a number of respects. Roydon resisted the termination on the basis that the contract did not contain any MAP levels because the only MAP levels in the contract were said to be “Examples”. The judge at first instance agreed and granted Roydon a declaration that “[o]n the proper construction of the Contract … the Contract does not provide for the [MAP] levels.” Sutton appealed to the Court of Appeal, arguing that the contract expressly provided for the MAP levels or, if not express, such levels were provided impliedly. Jackson LJ, giving the Court of Appeal’s judgment, found for Sutton, commenting that it was obvious that the parties intended to provide MAP levels, and if it was correct to hold that they had failed to do so then various contractual provisions would be inoperable. In that context, and in light of the fact that the only figures which were given for the levels were listed in the “Examples”, the only “rational interpretation” of the contract was held to mean that those listed figures were the actual MAP levels.