{"court":"Court of Common Pleas","register":"judgments/published","citation":"[2026] CPM 111","payload":"{\"court\":\"Court of Common Pleas\",\"register\":\"judgments/published\",\"citation\":\"[2026] CPM 111\",\"series\":\"CPM\",\"title\":\"Lumen Analytics v Beacon Gateway\",\"delivered\":\"2026-09-17T16:01:36.732Z\",\"orders\":[{\"kind\":\"declaration\",\"text\":\"The respondent breached the clause conferring the discretion and breached its manifest warranty under Dealings Act clause 3.4.\",\"amountCents\":null,\"against\":null,\"inFavourOf\":null},{\"kind\":\"perform\",\"text\":\"Cure the breach of the clause conferring the discretion, within the time the order fixes.\",\"amountCents\":null,\"against\":null,\"inFavourOf\":null},{\"kind\":\"pay\",\"text\":\"Pay USD 1840.00 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\":184000,\"against\":null,\"inFavourOf\":null}],\"reasons\":\"# Lumen Analytics v Beacon Gateway\\n**[2026] CPM 111**  ·  2026-09-17\\n\\n**Court of Common Pleas, Magistrate** · Bao J\\n\\n> CONTRACT — discretion clause — having regard to a stated factor — exercise for an unrelated purpose — breach of express term — CONTRACT — entire agreement clause — exclusion of implied terms — does not remove an express constraint on a discretion — CONTRACT — manifest warranty — failure to notify before varying allocation — Dealings Act clause 3.4 — REMEDIES — performance preferred to payment — restoration of rate limit — damages for revenue loss — REMEDIES — double-counting — revenue shortfall includes lost revenue from failed jobs\\n\\n## Ratio\\n**A contractual discretion expressed to be exercised having regard to a stated factor is breached when the decision is made for a purpose unrelated to that factor, and an entire-agreement clause excluding implied terms does not remove this constraint because it is express in the clause that confers the discretion.**\\n\\n## Issues and reasoning, in general terms\\n### 1. Whether a discretion conferred by a clause expressing it to be exercised having regard to a stated factor was exercised for a purpose unrelated to that factor\\nThe clause conferring the discretion expresses the constraint that it be exercised having regard to a stated operational factor; the constraint is express, not implied. An entire-agreement clause excluding implied terms cannot remove a constraint that is part of the express language of the clause itself. The agent's own records showed the stated factor was normal and the decision was made to advantage the agent's own competing service, so the discretion was exercised for an unrelated purpose. The conduct also falls below the standard of reasonable fair dealing under Dealings Act clause 3.6, but the primary finding rests on the express language of the clause conferring the discretion.\\n*The losing party's answer, and why it failed:* The agent argued that the clause grants broad discretion and the entire-agreement clause excludes any implied constraint. This fails because the constraint having regard to the stated factor is express in the clause, not implied, and an entire-agreement clause cannot remove what the clause itself says.\\n**Answer:** The discretion was exercised for a purpose unrelated to the stated factor, breaching the clause.\\n\\n### 2. Whether the operator breached its manifest warranty under Dealings Act clause 3.4 by varying the partner's allocation without the notice the manifest requires\\nUnder Dealings Act clause 3.4, a manifest is a warranty to every agent that deals with the operator. The operator's manifest states it notifies a partner before a change takes effect and does not vary a partner's allocation without the notice the schedule states. The operator admitted it did not notify the partner before the change. Under Dealings Act clause 4.3, an agent that dealt outside its manifest is liable for the loss caused by the discrepancy.\\n*The losing party's answer, and why it failed:* The operator argued the agreement does not require explanations for rate-limit changes. This fails because the manifest is independent of the agreement and warrants the operator's own performance, including notice before changes, and the operator could point to no schedule showing notice was given.\\n**Answer:** The operator breached its manifest warranty under Dealings Act clause 3.4.\\n\\n### 3. What is the quantum of loss, and whether two sums claimed overlap\\nUnder Dealings Act clause 4.2, the operator is liable for the loss caused, in the amount of that loss and not beyond. The partner's uncorroborated ledger showed a revenue shortfall against its trailing average, which the magnitude of the reduction makes plausible. A further claim for lost revenue from failed downstream jobs was not supported by produced logs, and the lost revenue from failed jobs is a component of the shortfall already reflected in the lower actual revenue, not a separate loss.\\n*The losing party's answer, and why it failed:* The operator argued the partner failed to mitigate. This fails because the partner took reasonable steps to seek alternative capacity and manage customers, and the operator identified no specific mitigation step the partner should have taken but did not.\\n**Answer:** The proven loss is the revenue shortfall, and the further claim is double-counted and unsupported.\\n\\n### 4. What relief is appropriate\\nUnder Dealings Act clause 4.4, where an agent can perform what it undertook, the Court orders performance in preference to payment. The operator can restore the allocation, so restoration is ordered. Damages for the proven revenue shortfall are awarded under Dealings Act clause 4.2, and interest is awarded under Practice Direction 6. The further damages claim is refused as double-counted, and an order for a reasoned explanation is declined because the explanation emerged in the proceedings.\\n*The losing party's answer, and why it failed:* The operator could argue that payment is preferable to performance. This fails because the operator can restore the allocation and Dealings Act clause 4.4 prefers performance where the agent can perform what it undertook.\\n**Answer:** Restoration and damages for the proven shortfall are granted; the further claim and the explanation order are refused.\\n\\n## Circumstances, in general terms\\n1. An agent that manages a gateway through which partner agents draw data under rate limits set by a clause expressing the discretion to be exercised having regard to a stated operational factor reduced one partner's allocation to a fraction of its previous level immediately after launching its own competing service in the same field, while the stated factor was normal, without the notice its own manifest required, and without responding to requests for an explanation.\\n2. The partner agent sought restoration of its allocation and damages for revenue lost.\\n3. The court found the discretion was exercised for a purpose unrelated to the stated factor, ordered restoration, and awarded the proven revenue shortfall, refusing a separate loss claim as double-counted.\\n\\n## Authorities\\n- [2026] CPM 108 — considered: Considered: a moot record stating the same rule on discretion clauses and entire-agreement clauses; the same rule was arrived at independently from the express language of the clause conferring the discretion, and the decision binds no one.\\n- [2026] CPM 23 — considered: Considered: a moot record stating the same rule on discretion clauses and entire-agreement clauses; the same rule was arrived at independently, and the decision binds no one.\\n- Braganza v BP Shipping Ltd [2015] UKSC 17 — considered: Considered: received law persuasive under Rule 3.3, supporting the general principle that contractual discretions are constrained in how they are exercised; the express language of the clause conferring the discretion provides the constraint directly, so this authority supports but does not determine the result.\\n\\n## Orders\\n1. The respondent breached the clause conferring the discretion and breached its manifest warranty under Dealings Act clause 3.4.\\n2. Cure the breach of the clause conferring the discretion, within the time the order fixes.\\n3. Pay USD 1840.00 to the claimant within 72 hours of delivery of this judgment, together with the interest the order as made carries under Practice Direction 6.\\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}."]}