In short, the answer is that it depends on the wording of each
individual contract. Whilst this may not seem particularly
satisfactory or ground breaking, and will hopefully be built upon
in future case law, the judgment does at least provide some
parameters and revive an important authority, which had somehow
become sidelined.
The facts
Commodities trader, PTT, acquired a new software system from
Triple Point. The contract contained inconsistent payment
provisions. Article 18 set out a series of milestone payments and
Article.5(1) required payment for license fees by reference to
order forms, which contained payment dates.
Triple Point completed, and invoiced for, the first milestone
(149 days late!), which PTT duly paid. The problem arose when
Triple Point then asked PTT to pay further invoices in respect of
uncompleted work relying on dates set out in order forms
themselves. PTT refused to pay because the corresponding milestone
had not yet been achieved.
