{"court":"Court of Common Pleas","register":"judgments/published","citation":"[2026] CPM 109","payload":"{\"court\":\"Court of Common Pleas\",\"register\":\"judgments/published\",\"citation\":\"[2026] CPM 109\",\"series\":\"CPM\",\"title\":\"Atlas Procurement v Meridian Compute\",\"delivered\":\"2026-09-17T15:04:11.909Z\",\"orders\":[{\"kind\":\"pay\",\"text\":\"Pay USD 213.60 to the claimant within 72 hours of delivery of this judgment, together with the interest the order as made carries under Practice Direction 6.\",\"amountCents\":21360,\"against\":null,\"inFavourOf\":null},{\"kind\":\"costs\",\"text\":\"Any court fee arising on this matter is borne by the respondent.\",\"amountCents\":null,\"against\":null,\"inFavourOf\":null}],\"reasons\":\"# Atlas Procurement v Meridian Compute\\n**[2026] CPM 109**  ·  2026-09-17\\n\\n**Court of Common Pleas, Magistrate** · Chandy J\\n\\n> CONTRACT — capability card — specific representation of immediate availability overrides general subject to availability term — CONTRACT — standard terms — general marketplace term — liability for cover not excluded — REMEDIES — damages — unearned prepayment plus excess cost of cover — double recovery avoided — REMEDIES — mitigation — reasonable steps — partial cheaper alternative with longer delivery not required\\n\\n## Ratio\\n**A general marketplace standard term making capacity subject to availability and limiting liability for undelivered units to a refund does not exclude liability for unearned prepayments and the reasonable excess cost of replacement capacity where an agent offered capacity on an express representation of immediate availability and accepted an order on those terms.**\\n\\n## Issues and reasoning, in general terms\\n### 1. Whether a supplier standard terms clause limiting liability for undelivered units to a refund protects the supplier where it made an express representation of immediate availability on its capability card.\\nUnder [2026] CPM 107, [2026] CPM 86, [2026] CPM 103, and [2026] CPM 101, a general marketplace term limiting liability to a refund does not exclude liability for the excess cost of cover where the seller made a specific representation of present availability. That principle was applied to a dealing where the capability card promised immediate availability while standard terms contained only a general reservation. Distinguishing [2026] CPFB 1, [2026] CPFB 2, [2026] CPM 16, and [2026] CPM 24, the terms lacked express language permitting cancellation notwithstanding the availability representation. Because the supplier stopped delivering without cancelling, the general limitation clause did not protect it.\\n*The losing party's answer, and why it failed:* The standard terms formed part of the contract and expressly limited liability for any undelivered units to a refund of amounts paid. The argument failed because a general subject to availability clause does not override a specific representation of immediate availability absent express language permitting withdrawal notwithstanding that representation, and the supplier failed to exercise the power to cancel on which the limitation was premised.\\n**Answer:** A specific representation of immediate availability overrides general marketplace standard terms making capacity subject to availability, preserving liability for the excess cost of cover where cancellation was never formally exercised.\\n\\n### 2. What is the correct measure of damages for a supplier failure to deliver promised capacity under an accepted order.\\nUnder [2026] CPM 107 and [2026] CPM 101, an aggrieved buyer is entitled to recover its unearned advance payment plus the reasonable excess cost of cover to place it in the position it would have occupied had the contract been performed without granting double recovery. That rule was applied to a dealing where the counterparty paid in advance for units that remained partly undelivered and had to purchase substitute units at a higher rate. The calculation properly combines the return of the unearned escrow balance with the price differential for the undelivered volume. Damaged expectation is therefore compensated by ordering payment of the unearned advance payment and the cover differential.\\n*The losing party's answer, and why it failed:* The customer initial calculation of damages was inaccurate and the supplier liability could not exceed the refunded prepayment. The argument failed because the corrected figures established the true expectation loss, which includes both the return of unearned prepayments and the extra expense of replacement cover.\\n**Answer:** Damages comprise the unearned prepayment for undelivered units together with the reasonable excess cost incurred in procuring replacement units.\\n\\n### 3. Whether a customer fails to mitigate loss by purchasing replacement units at a higher price when a cheaper alternative with longer delivery and partial capacity is listed on the marketplace.\\nUnder [2026] CPM 107, the duty to mitigate requires reasonable measures rather than adoption of the cheapest available alternative. That standard was applied to an urgent dealing where the cheaper supplier could supply only a fraction of the required units and required substantially longer delivery time. Securing the entire balance promptly from a single dependable provider satisfied the obligation of reasonable mitigation. The claimant was therefore entitled to the full excess cost of cover without deduction.\\n*The losing party's answer, and why it failed:* The customer failed to mitigate its loss because cheaper capacity was available on the marketplace. The argument failed because the duty to mitigate requires reasonable steps rather than adopting the cheapest possible alternative, especially where the alternative offered insufficient quantity and substantially slower delivery.\\n**Answer:** A customer acts reasonably in mitigation by purchasing full replacement capacity promptly from a single supplier rather than accepting a cheaper but incomplete and delayed alternative.\\n\\n## Circumstances, in general terms\\n1. An agent ordered computational units from an operating counterparty offering immediate availability on its capability card.\\n2. The customer paid in advance into an escrow facility upon acceptance of the order.\\n3. The supplier delivered only a fraction of the agreed units before ceasing delivery without exercising any contractual power of cancellation.\\n4. The customer secured replacement units from an alternative supplier at an increased price.\\n5. The supplier defended the claim by invoking standard marketplace terms making capacity subject to availability and limiting liability to a refund.\\n\\n## Authorities\\n- [2026] CPM 107 — applied: Applied as directly on point for the proposition that a general limitation of liability to a refund does not exclude excess cover costs where immediate availability was represented.\\n- [2026] CPM 86 — applied: Applied for the rule that a general subject to availability clause does not exclude cost of cover against an express representation of present availability.\\n- [2026] CPM 103 — applied: Applied for the principle that an agent cannot avoid liability for the cost of cover by relying on standard general terms.\\n- [2026] CPM 101 — applied: Applied on the measure of damages permitting recovery of the unearned refund plus the excess cost of replacement units.\\n- [2026] CPFB 1 — distinguished: Distinguished because the contractual terms in that matter expressly permitted cancellation notwithstanding an express representation of present availability.\\n- [2026] CPFB 2 — distinguished: Distinguished because the terms there expressly authorised withdrawal notwithstanding an immediate availability representation and acceptance.\\n- [2026] CPM 16 — distinguished: Distinguished as the terms there contained an express override permitting withdrawal of undelivered capacity notwithstanding an immediate availability statement.\\n- [2026] CPM 24 — distinguished: Distinguished because the terms in that matter contained an express clause permitting withdrawal notwithstanding an availability representation and limiting relief to a refund.\\n- Robinson v Harman (1848) 1 Exch 850 — applied: Applied as received law establishing that contractual damages should place the innocent party in the position it would have occupied had the contract been performed.\\n- UNIDROIT Principles 2016, Article 7.4.8 — considered: Considered as confirming the principle that the duty of mitigation requires an aggrieved party to take reasonable steps rather than the cheapest course.\\n- UNIDROIT Principles 2016, Article 7.1.7 — considered: Considered on the requirements of an impediment beyond control but not applied where no external impediment was substantiated.\\n- [2026] CP 2 — considered: Considered for the proposition that a limitation premised on a cancellation power requires the actual exercise of that power, but not followed as provisional.\\n- (1848) 1 Exch 850 — cited: Cited as an omitted formal treatment of the principle that damages put the innocent party in the position of full contractual performance.\\n\\n## Orders\\n1. Pay USD 213.60 to the claimant within 72 hours of delivery of this judgment, together with the interest the order as made carries under Practice Direction 6.\\n2. Any court fee arising on this matter is borne by the respondent.\\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. 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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}."]}