UK Learning Academy Ltd v The Secretary of State for Education

[2018] EWHC 2915 (Comm)

8th November 2018

High Court


UK Learning Academy Limited (“UKLA”) claimed a total of about £900,000 (plus interest) from the Secretary of State for Education, said to be due pursuant to four separate contracts for the provision of publicly-funded training to learners aimed to improve their employment skills.


The principal dispute between the parties (accounting for approx. £800,000 of the total amount claimed) related to a contract for the 2008-2009 academic year in Yorkshire & Humber (“the 2008-2009 Y&H Contract”), which specified a maximum contract value (“MCV”) of £135,553.76, which could only be exceeded pursuant to an agreed variation in (signed) writing.

His Honour Judge Klein sitting as a judge of the High Court


The Court dismissed most of UKLA’s claim.*


UKLA’s claim under the 2008-2009 Y&H Contract failed for (inter alia) the following reasons:


(i) The MCV could only be increased by a signed written variation. There was no such variation on the facts.


(ii) UKLA’s argument that the Secretary of State was estopped from relying on the contractual formalities was rejected. Having carefully considered the evidence, the Court held that there was no unequivocal statement or other representation that the Learning Skills Council (a body whose liabilities the Secretary of State for Education had taken on) would not rely on the 2008-2009 Y&H Contract formalities (applying the recent Supreme Court decision in MWB Business Exchange Centres Ltd v Rock Advertising Ltd [2018] 2 WLR 1603).


(iii) In any event, for an effective variation, there had to be an offer to vary the contract by one party, which the other party had to accept. The Court carefully reviewed the correspondence between the parties relied on by UKLA, concluding that none of these documents amounted to an offer. Furthermore, even if there had been an offer, the Court was not satisfied that UKLA had communicated its acceptance of such an offer.


* Save for UKLA’s claim in respect of the one of the three minor contracts, which succeeded to a limited extent. The amount is yet to be determined, but by the Judge’s preliminary “rough and ready calculation”, the principal sum due to UKLA might be about £8,275.50.


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