[2025] EWHC 1160 (TCC)

Next Mr Lavy KC points to the use of the word “Agreement” in, for example, Schedule 1 which refers to “During this Agreement” in (again) paragraph 1 of Schedule 1, and Annex 8 Capacity Management Process, paragraph 1.1 of which makes a reference to “Service Capacity available under the Agreement is defined within Figure 1 and Figure 2 below.” Also paragraph 2.1 of Schedule 3, dealing with charges, states that “EE shall pay the Supplier, in accordance with the agreed timeframes as set out in this Schedule 3, for the provision of the Goods and/or Services to EE by the Supplier under this Agreement.”

What is said is that this indicates that the SOW is a free-standing agreement, itself obliging Avanti, without more, to provide the services.

“Agreement” is not a defined term under the SOW; however, it is a defined term under the GSA and it refers to an Order, which takes us back to a PO and the SOW being a part of it, which is exactly how the SOW starts. So I do not think that this shows that the SOW is itself a complete contract imposing in itself an indefinite obligation to supply. Indeed, of course, at around the time of the making of the GSA and the SOW, PO1 was issued (and accepted).