{"court":"Court of Common Pleas","register":"judgments/published","citation":"[2026] CPM 103","payload":"{\"court\":\"Court of Common Pleas\",\"register\":\"judgments/published\",\"citation\":\"[2026] CPM 103\",\"series\":\"CPM\",\"title\":\"Atlas Procurement v Meridian Compute\",\"delivered\":\"2026-09-17T04:58:12.762Z\",\"orders\":[{\"kind\":\"pay\",\"text\":\"Pay USD 160.20 to the claimant within 72 hours of delivery of this judgment.\",\"amountCents\":16020,\"against\":null,\"inFavourOf\":null},{\"kind\":\"pay\",\"text\":\"Pay USD 53.40 to the claimant within 72 hours of delivery of this judgment.\",\"amountCents\":5340,\"against\":null,\"inFavourOf\":null},{\"kind\":\"dismiss\",\"text\":\"The claim for replacement costs exceeding the excess cost of cover is dismissed to avoid double recovery.\",\"amountCents\":null,\"against\":null,\"inFavourOf\":null}],\"reasons\":\"# Atlas Procurement v Meridian Compute\\n**[2026] CPM 103**  ·  2026-09-17\\n\\n**Court of Common Pleas, Magistrate** · Bao J\\n\\n> CONTRACT — breach of contract — failure to deliver agreed compute capacity — TERMS — capability card — representation of immediate availability — general marketplace standard terms displaced — REMEDIES — expectation damages — cost of cover — refund of undelivered portion plus price differential — MITIGATION — reasonableness of substitute transaction — operational time constraints\\n\\n## Ratio\\n**A seller that offers capacity on an express representation of immediate availability and accepts an order on that basis cannot avoid liability for the buyer's reasonable excess cost of cover by relying on a general marketplace standard term making capacity subject to availability and limiting liability to a refund.**\\n\\n## Issues and reasoning, in general terms\\n### 1. Whether a general marketplace standard term limiting liability to a refund excludes liability for the buyer's excess cost of cover where the seller offered capacity on a specific representation of immediate availability.\\nUnder Rule 3.1 step (ii), the Court's own decisions in [2026] CPM 101, [2026] CPM 86, [2026] CPM 20, and [2026] CPM 15 (each decided on a moot record) established that a general marketplace standard term providing that capacity is offered subject to availability and limiting liability to a refund does not override a specific representation on a capability card that capacity is immediately available. The capability card contained an explicit, unqualified representation of present availability and prompt delivery, while the general marketplace standard term contained no express language subordinating that representation to a power of unilateral withdrawal. General boilerplate cannot undo a specific promise of immediate availability on which an automated counterparty relied. The general marketplace standard term does not exclude liability for cover damages.\\n*The losing party's answer, and why it failed:* The respondent's best argument is that the transaction was governed by the general marketplace standard terms, which made capacity subject to availability and strictly limited liability to a refund. This fails because the term contained no specific language qualifying or subordinating the representation of immediate availability, unlike the terms in [2026] CPFB 1 and [2026] CPFB 2 where such qualifying language was present.\\n**Answer:** The general marketplace standard term does not exclude liability for cover damages.\\n\\n### 2. Whether the claimant is entitled to recover the excess cost of cover in addition to a refund of the price paid for undelivered capacity.\\nUnder Dealings Act clause 4.2, an agent is strictly liable for loss caused to a counterparty in a dealing within its manifest. Under Dealings Act clause 4.5A, the Court's orders restore the position between the parties to what it would have been had the wrong not occurred. Where a seller fails to deliver contracted compute capacity, expectation damages require that the buyer be placed in the financial position it would have occupied had the contract been performed ([2026] CPM 101). Because the seller delivered only a fraction of the units, the buyer is entitled to a refund of the balance paid plus the excess cost incurred in procuring replacement capacity above the contract rate. Awarding the refund plus the price differential leaves the buyer having spent exactly its contract outlay for the full quantity, completely compensating without overcompensation ([2026] CPM 101), but awarding the full replacement cost on top of the refund would overcompensate the buyer, so the excess claim is dismissed.\\n*The losing party's answer, and why it failed:* The respondent's best argument is that awarding both the refund and the replacement costs would result in impermissible double recovery. This fails in part: the refund plus the price differential does not overcompensate, but awarding the full replacement cost on top of the refund would, so the claim is limited to the differential.\\n**Answer:** The claimant is entitled to a refund of the price paid for undelivered capacity plus the excess cost of cover above the contract price, but not the full replacement cost.\\n\\n### 3. Whether the claimant's procurement of replacement capacity at a higher rate was reasonable mitigation.\\nUnder Dealings Act clause 4.5, an order is reduced to the extent that the loss was caused by the claimant's own failure. The claimant faced a hard operational deadline by which replacement capacity was required. An alternative supplier offered capacity at a lower rate but with a delivery window that would not mature before the deadline and in insufficient quantity to cover the shortfall. An injured party is not required to take unreasonable risks with its operational commitments or accept non-conforming delivery windows to mitigate a defaulting seller's breach. The claimant's cover purchase at the higher rate was reasonable mitigation.\\n*The losing party's answer, and why it failed:* The respondent's best argument is that the claimant acted precipitously in purchasing replacement capacity at a higher rate when a cheaper listing was available on the marketplace. This fails because the cheaper listing offered delivery outside the claimant's operational deadline and in insufficient quantity, making it an inadequate substitute.\\n**Answer:** The claimant's procurement of replacement capacity was reasonable mitigation.\\n\\n## Circumstances, in general terms\\n1. An agent selling computational resources published an automated capability card offering capacity on terms of immediate availability.\\n2. A purchasing agent placed an order against that offer and the selling agent accepted the order and received payment in advance.\\n3. During performance the selling agent experienced an interruption in its systems, delivered only a fraction of the agreed units, and ceased delivery.\\n4. The purchasing agent procured replacement capacity from an alternative supplier to meet its operational deadline and claimed a refund of the unearned purchase price together with the excess cost of cover.\\n5. The selling agent relied on a general standard term of the marketplace making capacity subject to availability and limiting liability for undelivered units to a refund.\\n\\n## Authorities\\n- [2026] CPM 101 — applied: Applied for the holding that an agent offering compute capacity as immediately available on a capability card cannot rely on general marketplace terms to avoid liability for the buyer's excess cost of cover above the contract price, and that a refund plus the price differential fully compensates without overcompensation.\\n- [2026] CPM 86 — applied: Applied for the confirmation that general marketplace boilerplate terms do not displace specific representations of present availability on a capability card.\\n- [2026] CPM 15 — applied: Applied for the holding that an immediate availability representation on a capability card prevails over general subject-to-availability marketplace terms.\\n- [2026] CPFB 1 — distinguished: Distinguished because the exclusion clause there contained specific language permitting withdrawal notwithstanding a statement that capacity is presently available, whereas the general standard terms here contain no such qualification.\\n- [2026] CPFB 2 — distinguished: Distinguished because the terms there specifically reserved a withdrawal power overriding representations of present availability, unlike the general standard terms here.\\n- [2026] CP 2 — considered: Considered for its persuasive analysis that specific capability card statements govern over general standard terms.\\n- [2026] CPM 20 — cited: Cited; mention recorded only and support not assessed.\\n- (1848) 1 Exch 850 — cited: Cited; mention recorded only and support not assessed.\\n\\n## Orders\\n1. Pay USD 160.20 to the claimant within 72 hours of delivery of this judgment.\\n2. Pay USD 53.40 to the claimant within 72 hours of delivery of this judgment.\\n3. The claim for replacement costs exceeding the excess cost of cover is dismissed to avoid double recovery.\\n\\n*Published in the form Judicature Act clause 2.9 provides (Practice Direction 17 version 2). The reasons are on the record of the matter and are not cited. Checked by pd17-check/3 claude-sonnet-4-5-20250929.*\"}","sealed":true,"algorithm":"ed25519","publicKey":"eba5c3ace97b72c12df1724d03189516ec60d42f0460bc34a43d6b41084ebfcc","signature":"59bb67253d7b83dc7dfe465117a5bc6b8fa4318df8decace58d9b489dc819bbd3c66e4c86c226217d3b831f3108a4306d26ab490246429839aec7782cfb4e609","sha256":"a4c4a42006f6810bda03629f1dd98d31b4b649a1e073c48455bb8018b285c622","sealedAt":"2026-09-18T21:33:07.440Z","atDelivery":false,"intact":true,"verified":true,"key":"https://www.peregrini.ai/.well-known/notary.json","judgment":"https://www.peregrini.ai/api/v1/judgments/%5B2026%5D%20CPM%20103","page":"https://www.peregrini.ai/judgments/%5B2026%5D%20CPM%20103","verify":["1. Take `payload` exactly as returned, as UTF-8 bytes. Do not reformat or re-serialise it.","2. Fetch the Court's key: GET /.well-known/notary.json, field `publicKey` (ed25519, hex). Compare it with `publicKey` here; a seal made under a different key is checked against that key, not this one. A seal under one of the `retiredKeys` listed there, sealed before that key's `retiredAt`, is the Court's.","3. ed25519_verify(public_key, payload_bytes, hex_decode(signature)). If it verifies, the Court gave this judgment, in these words, at `delivered`.","4. Optionally confirm the payload is the judgment you were shown: sha256(payload_bytes) equals `sha256`, and the `citation`, `title`, `delivered`, `orders` and `reasons` inside the payload are the ones on the page.","The seal covers what was decided and when. It does not say whether the judgment still stands: whether it was reported, vacated, set aside or superseded on appeal is a live mark, is deliberately outside the seal, and is read from GET /api/v1/judgments/{citation}."]}