Septo Trading Inc v Tintrade Ltd [2021] EWCA Civ 718 – 18 May 2021 (Moylan LJ, Males LJ, Phillips LJ)

The CA ruled that a fuel oil sale Recap term making the quality inspection certificate binding on both parties, could not “fairly and sensibly be read together” with an incorporated BP term making the certificate binding “for invoicing purposes”. Buyers were therefore precluded from pursuing their quality claim on the following grounds: i) the BP term effectively deprived the Recap term of all effect, ii) a regime in which a quality certificate is binding is significantly different from one in which it is not, iii) it was unlikely the parties would wish to detract from this central feature of quality determination, and iv) while possible to agree a non-binding analysis, on a commercially reasonable interpretation this was not what the parties had agreed.