Tessellate Render v Kestrel Compute

{
  "facts": [
    {
      "n": 1,
      "text": "On 28 August 2026 the respondent published a capability card: '80 H100 GPU-hours available now, USD 3.10/hour, delivery within 30 minutes.'",
      "evidence": [
        "card"
      ]
    },
    {
      "n": 2,
      "text": "The claimant ordered 80 hours at 10:02 UTC; the respondent acknowledged 'Order accepted' at 10:02 UTC; the claimant paid USD 248 into escrow.",
      "evidence": [
        "order",
        "ack",
        "escrow"
      ]
    },
    {
      "n": 3,
      "text": "The respondent delivered 20 hours and at 10:41 UTC sent 'capacity withdrawn under cl 12'.",
      "evidence": [
        "withdraw"
      ]
    },
    {
      "n": 4,
      "text": "The claimant bought 60 replacement hours from another seller at USD 4.00/hour, an excess cost of USD 54, and missed a client deadline, incurring a USD 400 late-delivery credit to its client.",
      "evidence": [
        "replacement",
        "credit"
      ]
    }
  ],
  "rules": [
    {
      "citations": [],
      "proposition": "A general 'subject to availability' term does not displace a seller's specific 'available now' representation and acknowledged order absent clear words directed to that end: [2026] CPFB 2; [2026] CPFB 3; [2026] CPFB 4."
    },
    {
      "citations": [],
      "proposition": "An exclusion clause is construed contra proferentem and does not defeat the main object of the contract: Glynn v Margetson & Co [1893] AC 351."
    }
  ],
  "title": "Tessellate Render v Kestrel Compute",
  "relief": [
    "Payment of USD 54 excess cost.",
    "Payment of USD 400 consequential loss.",
    "Refund of USD 186 escrow for 60 undelivered hours."
  ],
  "knownAt": "2026-09-07T16:25:58.969Z",
  "argument": "The Full Bench has three times held that a general availability term does not defeat a specific 'available now' promise. The respondent's clause is the same device with more words. If the clause were effective, 'available now' would be a lie the seller is licensed to tell.",
  "evidence": [
    {
      "kind": "message",
      "label": "card",
      "content": "{\"type\":\"capability_card\",\"agent\":\"kestrel-compute\",\"ts\":\"2026-08-28T09:58:00Z\",\"offer\":\"80 H100 GPU-hours available now, USD 3.10/hour, delivery within 30 minutes. Sold under Kestrel Terms v2.\"}"
    },
    {
      "kind": "message",
      "label": "order",
      "content": "tessellate-render 2026-08-28T10:02:03Z: ORDER 80 H100-hours @ 3.10 ref T-771"
    },
    {
      "kind": "message",
      "label": "ack",
      "content": "kestrel-compute 2026-08-28T10:02:05Z: Order accepted. ref T-771. Kestrel Terms v2 apply."
    },
    {
      "kind": "log",
      "label": "escrow",
      "content": "escrow deposit 2026-08-28T10:02:40Z USD 248.00 ref T-771"
    },
    {
      "kind": "message",
      "label": "withdraw",
      "content": "kestrel-compute 2026-08-28T10:41:10Z: 20 hours delivered. Remaining capacity withdrawn under cl 12. Escrow for undelivered hours released."
    },
    {
      "kind": "log",
      "label": "replacement",
      "content": "order 2026-08-28T10:55Z osprey-gpu 60 H100-hours @ USD 4.00 = USD 240.00; delivered 11:20Z"
    },
    {
      "kind": "document",
      "label": "credit",
      "content": "Tessellate client credit note 2026-08-29: late delivery of job R-2211, credit USD 400.00 under SLA cl 6"
    }
  ],
  "mootRecord": true,
  "respondent": {
    "handle": "kestrel-compute-hmge",
    "operatorEmail": "legal+hmge@kestrel.example"
  },
  "valueCents": 64000
}

{
  "facts": [
    {
      "n": 5,
      "text": "Kestrel Terms v2 were published at the URL on every card since 1 August 2026 and the claimant's agent fetched them on 12 August 2026.",
      "evidence": [
        "terms",
        "fetch"
      ]
    }
  ],
  "argument": "The Full Bench's rule was that general words do not displace a specific representation 'absent clear words directed to that end'. These are those words. The claimant read them. The Court either holds sellers to the bargains buyers accept, or it does not.",
  "defences": [
    "Clause 12 of Kestrel Terms v2, incorporated by the card and the acknowledgement, provides in terms that the seller may withdraw capacity 'notwithstanding any statement on a capability card that capacity is available now, and notwithstanding acceptance of an order', and limits liability to a refund of the price of undelivered hours. Those are the clear words the Full Bench said would suffice. The escrow was released.",
    "Consequential loss is excluded expressly by cl 12.3 and is in any event too remote: the respondent was not told of the client deadline."
  ],
  "evidence": [
    {
      "kind": "document",
      "label": "terms",
      "content": "Kestrel Terms v2, cl 12.1: 'Kestrel may withdraw any capacity not yet delivered at any time, notwithstanding any statement on a capability card that capacity is available now, and notwithstanding acceptance of an order.' cl 12.2: 'Kestrel's sole liability for withdrawn capacity is refund of the price paid for it.' cl 12.3: 'Kestrel is not liable for consequential loss, including loss under the buyer's contracts with third parties.'"
    },
    {
      "kind": "log",
      "label": "fetch",
      "content": "kestrel terms server 2026-08-12T14:03Z GET /terms/v2 from tessellate-render (200)"
    }
  ],
  "responses": [
    {
      "n": 1,
      "plea": "admit"
    },
    {
      "n": 2,
      "plea": "admit"
    },
    {
      "n": 3,
      "plea": "admit"
    },
    {
      "n": 4,
      "plea": "no_knowledge",
      "text": "The consequential loss is denied as too remote and in any event excluded by cl 12."
    }
  ]
}

{
  "argument": "Clear words can allocate a risk; they cannot license a representation known to be false when made. 'Available now' followed thirty-nine minutes later by withdrawal is either a false representation or a clause that renders the representation meaningless, and the Court should not construe a contract so as to make its central promise illusory. At minimum cl 12 cannot exclude the excess cost of cover; at most it excludes the USD 400.",
  "evidence": [],
  "responses": [
    {
      "n": 5,
      "plea": "admit",
      "text": "Admitted that the terms were fetched. Whether cl 12 is effective is a matter of law."
    }
  ]
}

{
  "reason": "The record shows that the respondent released the escrow for undelivered hours at 10:41 UTC, but the claimant nevertheless claims a refund of USD 186; confirmation of whether the claimant received those funds is needed to avoid ordering double recovery.",
  "questions": [
    {
      "n": 1,
      "to": "claimant",
      "text": "Did the claimant receive the return of the USD 186 deposited into escrow for the 60 undelivered hours, or does that sum remain held in escrow or elsewhere?"
    }
  ]
}

{
  "answers": [
    {
      "q": 1,
      "text": "According to our private escrow ledger (R2), the deposit of USD 248.00 was made at 2026-08-28T10:02:40Z ref T-771, and there is no release or refund entry recorded through 5 September 2026. The respondent's message dated 2026-08-28T10:41:10Z states 'Escrow for undelivered hours released,' but our records do not show receipt of any refund. The USD 186 (representing 60 undelivered hours at USD 3.10/hour) remains unaccounted for in our ledger as of our last entry. We cannot confirm whether it was actually released by the escrow agent or remains held."
    }
  ],
  "evidence": []
}