Triple Point Technology Inc v PTT Public Company Ltd
Citation: [2021] UKSC 29
Background Facts
-
PTT Public Company Ltd (PTT) is a Thai state-owned oil and gas company (employer).
-
Triple Point Technology Inc (Triple Point) is a US-based software company (contractor).
-
In 2013, Triple Point agreed to supply and implement a commodity trading risk management (CTRM) software system for PTT. The contract price for Phase 1 was around $6.9 million, payable in milestone-based installments.
-
Triple Point delayed delivery significantly; they only completed parts of Phase 1 and never started Phase 2.
-
PTT refused further payments, and Triple Point suspended work in 2014.
-
In 2015, PTT terminated the contract and sought damages, including liquidated damages for delay.
-
Triple Point argued that PTT could not claim liquidated damages for incomplete work and relied on a contractual liability cap to limit any damages.
​Judgment
-
Supreme Court decision:
The Supreme Court largely allowed PTT’s appeal, overturning the Court of Appeal's restrictive approach.
​
-
Key findings:
-
Liquidated damages: PTT was entitled to liquidated damages for delays up to the date of termination, even if the work was never completed by Triple Point.
-
Negligence carve-out: Damages arising from Triple Point’s negligent failure to exercise reasonable skill and care fell outside the contractual liability cap, allowing PTT to recover beyond the cap for those breaches.
-
Cap on liability: Liquidated damages were included within the overall liability cap, meaning the total recoverable sum (excluding negligence-related claims) was still limited to the cap.
-
​
-
Outcome:
​PTT could claim liquidated damages up to termination and was not restricted to general damages. Claims based on negligence were not limited by the cap. PTT’s total award (approx. $14 million) was restored.
General Principles Developed
-
Liquidated damages survive until termination:
An employer’s right to liquidated damages for delay continues to accrue until the contract is terminated, regardless of whether the contractor ever finishes the work.
​
-
Strict approach to exclusion and limitation clauses:
Clauses limiting liability are interpreted strictly, and ambiguous terms (e.g., “negligence”) will not easily exclude fundamental contractual obligations unless clear.
​
-
Negligence carve-outs include contractual skill and care breaches:
References to "negligence" in carve-outs usually include negligent breaches of contractual duties to exercise reasonable skill and care, not only tortious negligence.
​
-
Caps encompass liquidated damages unless expressly excluded:
Liquidated damages generally fall within overall contractual caps unless the contract explicitly states otherwise.
​
-
Commercial common sense interpretation:
Courts will interpret contracts to reflect the likely commercial intentions of the parties rather than adopting a narrow technical reading that undermines expected risk allocation.