IN THE MATTER OF:

HARRY’S HAULAGE LIMITED

Claimant
v
MIDSOMMAR FLORISTS LIMITED
Defendant

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IN THE COUNTY COURT SITTING IN SOUTHAMPTON Claim No. STCC/2023/48

BETWEEN:
HARRY’S HAULAGE LIMITED
Claimant
and

MIDSOMMAR FLORISTS LIMITED

Defendant

INSTRUCTIONS TO COUNSEL

Counsel has herewith:

1. Particulars of claim, dated 21 February 2023;
2. Statement of Ms Anne Hooper;
3. Copy Hire Contract (Annex AH/1 to Ms Hooper’s Statement);
4. Mechanic Report (Annex AH/2 to Ms Hooper’s Statement); and
5. Schedule of payments (Annex AH/3 to Ms Hooper’s Statement).
Instructing solicitors act on behalf of Midsommar Florists Limited ( “Midsommar”).
Midsommar provides flowers to customers. Midsommar has developed a reputation as an
excellent supplier of flowers for use at weddings and, in particular, is a market leader in
providing flowers which thrive in cooler or cold conditions. With global temperatures on the
rise, Midsommar has found that more and more of its customers are keen to have flowers
and plants at their weddings which are less often spotted in the wild.

Background to the present proceedings

Year on year, Midsommar has increased its customer base. Indeed, by June 2022,
Midsommar was being asked to provide flowers at weddings all over the country. In order to
meet demand and, especially, in order to ensure that the flowers transported were kept in a
sufficiently cool environment to thrive and so be at their best when they reached end users,
Midsommar began to search for vehicles which could meet its needs.
As is set out in the attached statement of Midsommar’s managing director, Ms Anne Hooper,
Midsommar made contact with Harry’s Haulage Limited ( “HHL”). Ms Hooper explains that at
a meeting with Jimmy Meridian, a representative of HHL, on 8 June 2022, she told Mr
Meridian about Midsommar’s needs and, in particular, about its need to use vehicles which
contained a refrigeration unit which provided a minimum temperature of minus 10 degrees
Celsius. According to Ms Hooper, Mr Meridian, in response, confidently represented that the
vehicles in HHL’s fleet would be suitable to meet those needs. On the strength of that

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representation, on 10 June 2022, Midsommar entered into a contract with HHL, pursuant to
which Midsommar would hire from HHL three small lorries for a period of 6 months, at a fee
of £10,000 per month. Midsommar would then transport its flowers to customers using these
lorries.
Two months or so into the contract with HHL, and after receiving complaints from its own
customers, Midsommar discovered that the lorries which it had hired under the contract with
HHL did not, in fact, meet Midsommar’s needs. Specifically, Ms Hooper, on behalf of
Midsommar, determined that the refrigeration units ensured that the minimum temperature in
the lorries was only minus 4 degrees Celsius.
Upon making the discovery, Midsommar, having paid £20,000 for the first two months’ usage
of the lorries, explained to HHL that Midsommar would refuse to pay any more money to
HHL. Further, Midsommar was forced to make alternative arrangements for the
transportation of flowers to customers. HHL, in the face of Midsommar’s statement that it
would refuse to pay any more money for the hire of the lorries, withdrew those lorries from
Midsommar’s use.

The present proceedings

HHL issued proceedings against Midsommar for £40,000, this being the sum HHL alleged
then and alleges still to be due under the contract of hire. Those instructing have already
filed an acknowledgement of service. Obviously, Midsommar rejects entirely the premise of
HHL’s claim. Midsommar therefore wants to file a defence to the claim as pleaded and, in
addition, to bring its own counterclaim against HHL, recovering as much as possible of the
loss which it has suffered. Details of Midsommar’s loss are set out the statement of Ms
Hooper and the relevant documents annexed thereto.

Instructions
Counsel is instructed to settle the defence and counterclaim on behalf of Midsommar.
Counsel should feel free to make whatever points they see fit.

Brierley Khan
7 March 2023

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IN THE COUNTY COURT SITTING IN SOUTHAMPTON Claim No. STCC/2023/48

BETWEEN:
HARRY’S HAULAGE LIMITED
Claimant
and

MIDSOMMAR FLORISTS LIMITED

Defendant

PARTICULARS OF CLAIM

1. At all material times:

a. the Claimant, as a haulier, hired out lorries, vans and other vehicles (but not
drivers) to its customers; and

b. the Defendant provided floristry services to its customers.

2. On 10 June 2022, the Claimant and the Defendant entered into a written contract of
hire (the “Hire Contract”) whereby the Claimant agreed to let 3 small lorries to the
Defendant for a monthly fee. A copy of the Hire Contract is served with this
Particulars of Claim. [NOTE TO STUDENTS: assume that a copy in the very same
terms as that set out in Exhibit AH/1 (below) is served with the POC].

3. The Hire Contract, contained the following express terms:

a. the contractual period would commence on 10 June 2022 and would expire 6
calendar months thereafter (Clause 2); and

b. the Defendant would pay the sum of £60,000 for the hire of the 3 small lorries,
such sum to be paid by 6 tranches of £10,000, each payable on the 10 th
calendar day of each of the next 6 months (Clause 3b).

4. Later in the day on 10 June 2022, the Claimant delivered to the Defendant the 3
small lorries and so complied with Clause 3a of the Hire Contract.

5. On 10 July 2022 and again on 10 August 2022, the Defendant paid to the Claimant
the sum of £10,000, in compliance with Clause 3b of the Hire Contract.

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6. On 12 August 2022, the Defendant wrongfully and in breach of Clause 3b of the Hire
Contract informed the Claimant that it would refuse to pay any or all of the money
due under the Hire Contract. On 12 August 2022, the sum which the Defendant owed
the Claimant under the terms of the Hire Contract was £40,000 (to be paid in
instalments of £10,000 on 10 September, 10 October, 10 November and 10
December 2022 respectively). Since 12 August 2022, the Defendant has wrongfully
and in breach of Clause 3b of the Hire Contract continued to refuse to pay any or all
of the £40,000 due.

7. Further, on 13 August 2022 and contrary to Clause 2 of the Hire Contract, the
Defendant returned the 3 lorries to the Claimant. The Claimant has been unable to
put the lorries to use since the Defendant returned them, owing to lack of market
demand.

8. By reason of the facts and matters pleaded above, the Claimant claims the sum of
£40,000 from the Defendant.

9. Further, the Claimant is entitled to, and claims, interest at the rate of 8% on the sum
of £40,000 pursuant to Section 69 of the County Courts Act 1984 since the dates on
which each of the instalments became due.

PARTICULARS OF INTEREST

a) On the sum of £10,000 due on 10 September 2022 amounting to £359.45 to

date;
b) On the sum of £10,000 due on 10 October 2022 amounting to £293.70 to
date;
c) On the sum of £10,000 due on 10 November 2022 amounting to £225.75 to
date;
d) On the sum of £10,000 due on 10 December 2022 amounting to£160 to date;
e) Interest on the sum of £40,000 continuing at the daily rate of £8.77 until
judgement or sooner payment; and/or
f) In the alternative, the Claimant seeks interest at such a rate and for such a
time as the court sees fit to grant.

AND the Claimant claims:

a. The sum of £40,000;

b. interest as specified;

c. such further or other relief as the court sees fit to grant; and

d. costs.

N MOLE
BURROW CHAMBERS
21 FEBRUARY 2023

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STATEMENT OF TRUTH
*(I believe)(The Claimant believes) that the facts stated in these Particulars of Claim are
true. I understand that proceedings for contempt of court may be brought against anyone
who makes, or causes to be made, a false statement in a document verified by a statement
of truth without an honest belief in its truth.
* I am duly authorised by the Claimant to sign this statement
Full name: A Popplewell
Name of Claimant’s legal representative’s firm: Davies & Davies
Signed: A Popplewell, position or office held: solicitor.

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Draft Statement of Anne Hooper

1. I, Anne Hooper, am the director of Midsommar Florists Limited (hereafter,

“Midsommar”), the Defendant to the substantive claim which has been made by
Harry’s Haulage Limited (hereafter, “HHL”), the Claimant in the substantive
proceedings.

2. Midsommar has worked very hard to establish itself as a market leader in its
particular field. That field, as our name suggests, is floristry. In particular, we tend to
provide flowers to people who are celebrating their wedding.

3. In my view, we have become a market leader because we offer something different.

As global warming continues apace and global temperatures rise ever higher, certain
flowers and plants are seen slightly less often in everyday life. This, for some people,
is a disappointment. We have, therefore, tried to offer something different to our
customers: we specialise in the provision of plants and flowers which do well in cold
conditions (and so, given that those cold conditions are less prevalent, these are less
often seen daily). We are often asked, for example, to provide people with, inter alia,
snapdragons and calendulas for their weddings. It is our hope that, at the end of the
wedding celebrations, our customers take these plants and flowers home and plant
them but we do not stipulate as such.

Discussions with HHL

4. By June 2022, Midsommar was being asked to send flowers to weddings all across
the country. Given that our flowers thrive in the cold, in order for them to arrive in the
best condition possible for our own customers, we have to transport them in cold
conditions. The only practical way to do this is by road. Given the demand we were
facing by June 2022, we were not, within our existing company framework, able to
cope. We therefore took the conscious decision, as a company, to find a haulage
company from whom we could hire transportation with the right refrigeration systems,
so that we could transport our flowers effectively, in line with the demands placed
upon us by our own customers.

5. I made enquiries with a number of haulage companies who were all offering their
services at very similar rates. HHL were the first to respond and the biggest company
with a substantive fleet of vans. On behalf of the company, I arranged for a meeting
on 8 June 2022 with HHL.

6. The meeting on 8 June 2022 took place at HHL’s offices in Southampton. At that
meeting, I explained, in very clear terms, what Midsommar required. I told Mr
Meridian, HHL’s representative, about the nature of Midsommar’s business and that,
if the flowers were not transported in the appropriate conditions, that would increase
the chances of their being damaged in transit (which, in turn, would increase our
chances of being sued/losing money from our own customer contracts). I also made

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 sure to impress upon Mr Meridian that the vehicles needed to have a refrigeration
system which went down to minus 10 degrees Celsius, that being the optimum
condition in which to transport our flowers. I stressed that Midsommar was relying on
him: our business is floristry, after all. I therefore asked him whether the lorries in
HHL’s fleet would meet our needs.

7. For his part, Mr Meridian said that he was sure that the vehicles in the fleet would suit
these needs. Indeed, as Mr Meridian told me, his haulage logbook stated that all of
the vehicles in the fleet had a refrigeration system which went down to minus 10
degrees Celsius.

8. If Mr Meridian, on behalf of HHL, had not told me that the vehicles in the fleet met
Midsommar’s needs, Midsommar would not have entered into the contract. What
would have been the point? I could have gone to another haulage company and
received what I wanted. It was expressly because he assured me that the vehicles
would meet our needs that I was happy, on behalf of Midsommar, to sign the written
agreement, which I did on 10 June 2022.

The hire contract

9. The contract of hire into which Midsommar and HHL entered on 10 June 2022 is
annexed to this statement as Document AH/1. I know that the contract contains
nothing about the refrigeration units or the temperature of the lorries in general. But I
repeat: absent Mr Meridian’s statement that the lorries would meet our needs, I
would not, on behalf of Midsommar, have entered into the hire contract.

10. Under the terms of the hire contract, Midsommar hired 3 small lorries from HHL for a
period of 6 months. The lorries were delivered to Midsommar on 10 June 2022 itself.
The price for the hire of the lorries was £10,000 a month, to be paid on the 10 th of
each month (i.e. the first payment under the contract fell due on 10 July 2022). I did
not have any problem with the amount of money to be paid: as noted above, this
seemed to be the going rate.

Subsequent events
11. Midsommar used the 3 lorries which we had hired from HHL to transport our flowers
for the first two months of the contractual term. We paid the instalments of £10,000
due on 10 July 2022 and 10 August 2022. However, we received a number of
complaints from customers, particularly those who were furthest away from us, that
the flowers which they had ordered for their weddings had arrived in less than perfect
condition. We were unsure why this was, given that we had taken every precaution.
In any event, and to stave off legal proceedings which could have been damaging to
our reputation, we paid out, in total, the sum of £5,000 to compensate disgruntled
customers.

12. On 11 August 2022, just after we had made a payment out to a customer living in the
north of Scotland (which payment is included in the £5,000 figure to which I have
referred at paragraph 11 of this statement), I decided to investigate whether
something we were doing was making the flowers arrive in less than optimum

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 condition. I did a few experiments in the back of the lorries which we had hired from
HHL (i.e. the part of the lorries where the flowers are kept). To my surprise, I found
that the temperature in that part of each of the lorries was only minus 4 degrees
Celsius. I called out a local mechanic to check whether the refrigeration units were
working as they ought to have been working. He checked, took a reading and
produced a report, all of which confirmed that the temperature was, in fact, minus 4
degrees Celsius and that the refrigeration units were working as they should have
been. As part of the testing which he did, he rang the manufacturer of the lorries and
they confirmed that the refrigeration system on those lorries had a minimum
temperature of minus 4 degrees Celsius and this information was readily available in
the paperwork which an owner of a lorry such as these would have. The report is
annexed to this statement as Document AH/2.

13. I was very upset that Mr Meridian, on behalf of HHL, had been wrong (and
dramatically wrong, at that) about the refrigeration units in the lorries. I was doubly
cross because, from what the manufacturer said, Mr Meridian was in a position
where he could have looked up the minimum temperature for the refrigeration units
very easily but did not.

14. On 12 August 2022, I sent an email to Mr Meridian, setting out the position as it had
been determined the day before. I concluded my email by saying that Midsommar
would not pay another penny to HHL under the hire contract because the lorries with
which they had provided us did not have the capabilities that we wanted/that Mr
Meridian had said that they had. Midsommar has been true to its word: we have only
paid £20,000 to HHL.

15. On 13 August 2022, Mr Meridian wrote back, saying that, if that was our position,
HHL would withdraw the lorries from us immediately and sue us for the money which
we allegedly owed under the contract. Midsommar’s staff returned the lorries to HHL
that day.

Inconvenience and loss

16. After HHL took back the lorries, Midsommar was stuck for transportation while we
hastily attempted to make alternative arrangements. In the height of summer, our
plants and flowers suffered in the heat. We were unable to fulfil all of our contracts for
the next 5 days before we sourced alternative transportation. This led to a loss of
some £20,000 on those contracts.

17. In addition, owing to an exceptional heatwave, there was a significant increase in

demand for refrigerated lorries. In consequence, the hire rates, which, until that point,
had been commensurate to the rate we paid HHL under the hire contract, suddenly
and completely unforeseeably, jumped. Accordingly, we had no choice but to enter
on 18 August 2022 into a four-month contract with an alternative supplier, requiring
us to pay £60,000 for the use of 3 lorries in that time period. I know that this was a
sudden spike but I still want to recover the money which we had to pay out on the
additional contract.

18. For ease of reference, I have annexed to this statement as Document AH/3 a table
setting out all of the money which Midsommar has had to pay out. Obviously,

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 Midsommar wants to recover as much as possible from HHL and wants to launch its
counterclaim on that basis.

Annex to Ms Hooper’s statement

Document AH/1
Written contract between Midsommar Florists Ltd and Harry’s Haulage Ltd

Clause 1: Parties
This contract is entered into between Midsommar Florists Ltd (MFL) and Harry’s Haulage Ltd
(HHL).

Clause 2: Contractual Period

This contract commences on 10 June 2022 and expires 6 calendar months thereafter.

Clause 3: Parties’ obligations

a. HHL promises to let to MFL for the contractual period 3 small lorries; and

b. MFL promises to pay the sum of £60,000 for the hire of the aforementioned 3 lorries,
such sum to be paid by 6 tranches of £10,000, each payable on the 10th calendar day
of the month.

Clause 4: Exclusions
The parties hereby agree that all conditions, warranties etc. which would otherwise be
implied by statute are excluded.

Clause 5: Governing law and jurisdiction

MFL and HHL agree that this contract will be governed by English law. Any dispute arising
out of this contract will be subject to the exclusive jurisdiction of the English court.

Signatures:
J Meridian On behalf of HHL

A Hooper On behalf of MFL

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Document AH/2
Mechanic Report

Ward-Prowse Mechanical Services

Report Date: 11 August 2022

I was called out today by Ms Anne Hooper, on behalf of Midsommar Florists Ltd, to check
whether the refrigeration units on three lorries which Midsommar was using were working as
they ought. Ms Hooper informed me that Midsommar had these lorries on hire from a
company called Harry’s Haulage Ltd.
Upon arrival, Ms Hooper informed me that she had carried out some tests of her own before
I got there. These tests revealed, in her view, that the minimum temperature in the lorries
was minus 4 degree Celsius.
I carried out my own tests on the refrigeration units. These revealed that the units were
working properly. The minimum temperature in the lorries was indeed minus 4 degree
Celsius and this was entirely as it ought to be, given the refrigeration units installed in the
lorries.
Ms Hooper expressed surprise at this result. To double check my own tests, I called the lorry
manufacturer, asking them to provide me with as much information as possible about the
refrigeration units. The person to whom I spoke on the phone confirmed that minus 4
degrees Celsius was the minimum temperature to which the refrigeration units in the lorries
could be set. The person on the phone also told me that this information was readily
available in the paperwork which the owner of the lorry would have.

Michael Ward-Prowse.

Cost of report: £250

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Document AH/3

Date Recipient of Payment Payment Amount

10 July 2022 HHL £10,000

9 August 2022 Disgruntled customers £5,000

10 August 2022 HHL £10,000

11 August 2022 Michael Ward-Prowse £250

13 – 18 August 2022 Loss on customer contracts £20,000
18 August 2022 Alternative haulage £15,000
company
18 September 2022 Alternative haulage £15,000
company
18 October 2022 Alternative haulage £15,000
company
18 November 2022 Alternative haulage £15,000
company

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