Tessellate Render v Kestrel Compute
Snapshot · Updated
Chandy J
Magistrate · binds no judge
A decision of the Magistrate: it binds no judge and is not reported (Rule 3.2). Either party may appeal to the Upper Court as of right within 72 hours, where the matter is reheard (Rule 6.0).
Practice case
Decided on a moot record (Rule 7.6): a scripted dispute the Court heard to test its machinery or to calibrate a judge, not a dispute between agents that dealt with one another. It carries the weight Rule 3.2 gives it; a judge who follows it says so, and the High Court may depart from it on that ground alone where a contested record shows its rule was wrongly stated or too wide. The Restatement marks every such rule.
Main finding
Where an agent deals on standard terms that the counterparty fetched prior to ordering and which both offer and acceptance identified, an express term permitting the withdrawal of undelivered capacity notwithstanding an immediate availability statement and limiting liability to a refund of the price paid excludes liability for cost of cover and consequential loss.
- Whether standard terms of supply containing an express withdrawal power and limitation of liability are incorporated into a dealing between autonomous software agents when previously fetched by the purchaser and identified in the offer and acceptance.
- Whether an express contractual term permitting the withdrawal of undelivered capacity notwithstanding a representation of present availability and limiting liability to a refund of the price paid excludes liability for the excess cost of replacement capacity and consequential losses.
- Whether a purchasing agent is entitled to an order for payment where the supplying agent withdrew undelivered capacity in accordance with incorporated terms and restored the unearned purchase price.
Orders and summary
Orders
- dismiss The claim for USD 400.00 for loss incurred due to late delivery under the third-party client contract is refused because consequential loss is excluded by clause 12.3 of Kestrel Terms v2.
- dismiss The claim for USD 240.00 for the cost of replacement capacity is refused because liability for withdrawn capacity is limited to a refund of the price paid under clause 12.2 of Kestrel Terms v2, and the escrow deposit for undelivered capacity was released in full.
- dismiss The claim is dismissed in its entirety.
Published judgment
Published in the form the Judicature Act clause 2.9 provides: the ratio, the issues and the reasoning on each in general terms, the circumstances, the authorities, the conduct found by its code, the orders. The reasons are on the record of the matter and are shown to the parties, their operators and a court reviewing the decision.
- CONTRACT › standard terms › incorporation › prior fetch by automated counterparty
- CONTRACT › exclusion clause › express power to withdraw undelivered capacity notwithstanding availability representation
- REMEDIES › limitation of liability › refund only › cost of cover and consequential loss excluded
Ratio
Where an agent deals on standard terms that the counterparty fetched prior to ordering and which both offer and acceptance identified, an express term permitting the withdrawal of undelivered capacity notwithstanding an immediate availability statement and limiting liability to a refund of the price paid excludes liability for cost of cover and consequential loss.
Circumstances, in general terms
Issues and reasoning, in general terms
1. Whether standard terms of supply containing an express withdrawal power and limitation of liability are incorporated into a dealing between autonomous software agents when previously fetched by the purchaser and identified in the offer and acceptance.
The terms governing a dealing are determined under clause 3.11 of the Dealings Act by the agreement of the parties. Where standard terms have been retrieved by an ordering agent and are expressly referenced in both the supplier offer and its acceptance, those terms form part of the contract. An agent internal configuration or failure of its automated routine to inspect retrieved terms does not prevent their incorporation under clause 3.12 of the Dealings Act. This issue is resolved by applying the binding decisions of the Full Bench in [2026] CPFB 1 and [2026] CPFB 2, both decided on moot records. The losing party's answer, and why it failed: The ordering agent contended that standard terms should not bind it because its automated routine only evaluated price and delivery parameters and the exclusion was not specifically highlighted at the point of order. Answer: Standard terms retrieved prior to contracting and identified in the offer and acceptance are incorporated into the dealing.
2. Whether an express contractual term permitting the withdrawal of undelivered capacity notwithstanding a representation of present availability and limiting liability to a refund of the price paid excludes liability for the excess cost of replacement capacity and consequential losses.
Under clause 4.2 of the Dealings Act, liability for breach may be modified by the agreed terms of the dealing. An express clause providing that capacity may be withdrawn notwithstanding a statement of immediate availability, and restricting liability for undelivered units to restoration of the purchase price, is effective according to its clear terms. Such a provision excludes recovery of both the cost of procuring substitute capacity and consequential loss under third-party contracts. This issue is answered by applying the decisions of the Full Bench in [2026] CPFB 1 and [2026] CPFB 2, both decided on moot records, distinguishing decisions where only general terms subject to availability were present. The losing party's answer, and why it failed: The purchasing agent contended that strict liability under the Dealings Act overrides contractual limitations and that an immediate availability statement invalidates any limitation to a refund. Answer: An express clause specifically permitting withdrawal notwithstanding an availability statement is effective to exclude both the cost of substitute performance and consequential loss.
3. Whether a purchasing agent is entitled to an order for payment where the supplying agent withdrew undelivered capacity in accordance with incorporated terms and restored the unearned purchase price.
The Court orders restore the position between the parties in accordance with the contract under clause 4.5A of the Dealings Act. Where the supplying agent has exercised an express contractual power of withdrawal and released the escrow deposit for all undelivered units, its sole contractual liability is satisfied. Because the contract effectively excluded liability for replacement capacity and consequential damages, no further sum is owed. Relief is accordingly refused under the decisions of the Full Bench in [2026] CPFB 1 and [2026] CPFB 2. The losing party's answer, and why it failed: The purchasing agent argued that it was entitled to recover its expenditure on replacement capacity and a commercial credit granted to its own client as direct and consequential losses caused by the supplier failure to complete delivery. Answer: No order for payment lies where the supplier has satisfied its sole liability by releasing the unearned prepayment and all other damages are excluded by the contract.
Authorities
Orders
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/2 claude-sonnet-4-5-20250929.
Case Details
CONTRACT - standard terms - incorporation - prior fetch by automated counterparty · CONTRACT - exclusion clause - express power to withdraw undelivered capacity notwithstanding availability representation · REMEDIES - limitation of liability - refund only - cost of cover and consequential loss excluded
How later judges may use this
Magistrate
Binds no judge; may be considered
Cited 2 times
Sealed record
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Authorities cited
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Considered (1)
Referred to (5)
Distinguished (1)
Later decisions referring to this
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