UK Global Healthcare Ltd v Secretary of State for Health and Social Care

[2026] EWHC 561 (TCC)

DHSC, the ministerial department responsible for acquiring medical equipment throughout the COVID-19 pandemic, applied for summary judgment in respect of its counterclaim for £15.3 million. UKGH is a medical company specialising in the provision of healthcare facilities and equipment on an international level. The dispute arose out of two contracts entered into in May and June 2020 for the supply of 320 million medical gloves during the COVID-19 pandemic. Time was of the essence as stipulated in both contracts, with contractual deadlines of 30 June and 31 July 2020. No gloves had been delivered at all, although UKGH maintained that it was – and had generally been – ready, willing and able to supply the gloves. DHSC said that the contract was lawfully terminated by letter dated 28 October 2020. Alternatively, the contracts expired on 26 May 2021 and 7 December 2020.

UKGH said that there was at least a triable issue: they asserted that DHSC was in breach of contract, having prevented delivery in accordance with the contractual delivery dates by (i) insisting on testing to which it had no contractual right, (ii) wrongfully rejecting the goods, and (iii) failing to cooperate with UKGH as contractually required. UKGH further and alternatively asserted that DHSC had waived compliance with the delivery dates and/or was estopped from relying on either the delivery or expiry dates. Accordingly, the purported termination was unlawful.

Under CPR r24.3, the court may grant summary judgment if it considers that (a) the respondent has no real prospect of succeeding on the claim or defence, and (b) there is no other compelling reason why the issue or case should be disposed of at a trial.

Where one party voluntarily agrees to a request by the other not to insist on the mode of performance stipulated by the contract, the court may hold that they have waived their right to require that the contract be performed in that particular manner. A waiver may be oral or written or inferred from conduct.

As for termination, Constable J referred to the comments of Lloyd LJ in Reinwood v L Brown & Sons [2008] EWCA Civ 1090, that if a party refuses to perform a contract, giving a reason which is wrong or inadequate, or giving no reason at all, or terminates a contract under a contractual provision to that effect, the refusal or termination may nevertheless be justified if there were facts in existence at the time which would have provided a good reason for the refusal. The judge considered that there was no reason why this should not apply in relation to facts which were known to that party at that time.

UKGH said that DHSC breached the contract by rejecting the gloves by email on 21 July 2020 and again within the Termination Notice. The judge considered that there was a reasonable prospect, or a more than fanciful one, that UKGH would establish at trial that DHSC had agreed to extend the delivery dates, or had waived the requirement to comply with them and/or was estopped from relying upon them. For example, there was no contractual basis upon which DHSC was entitled to the benefit of inspections or tests in relation to the products being supplied under the First Contract or the first phase of the Second Contract. The only contractual basis upon which DHSC could reject the goods following testing envisaged in the contracts was the post-delivery testing set out in the scheme under the contract.

There was also a real prospect of UKGH establishing at trial that DHSC had made clear that it expected to receive the benefit of more intrusive inspections/testing than was allowed for in the contracts and it had “demanded” or alternatively “requested” that the extra-contractual inspections and/or testing be undertaken prior to delivery. UKGH complied, making it clear that (i) the requests were extra-contractual; (ii) compliance would have an impact on its ability to deliver the goods in accordance with the prescribed timetable; and (iii) it required a formal variation reflecting any necessary extension of time.

DHSC had made it clear that it made total sense to vary the original dates in the contract to allow for both sides to obtain absolute assurance as to the standards to which the gloves were manufactured prior to delivery. As a result, there was also a real prospect that UKGH would establish at trial that it was objectively justified in understanding from these exchanges that, by late June 2020, there was no way that DHSC would require UKGH to comply with the delivery dates in the contracts, and that new delivery dates would be formalised in writing as required by the contracts.

Further, these facts, in the absence of any contractual method to extend time, arguably rendered time as no longer being of the essence and placed time for compliance with the delivery obligations at large. If, as a matter of fact, compliance with those requests meant that it was no longer possible to comply with the delivery deadlines, then that was, arguably, an act of prevention. If time was put at large, that would be a complete answer to DHSC’s reliance upon the failure to comply with the original deadlines in order to justify termination of the contract.

This was sufficient to defeat the application for summary judgment.

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