Legal Case Summary
Gravy Solutions Ltd v Xyzmo Software GmbH [2013] EWHC 2770
Contracts – Freezing Injunctions – Privity of Contract -Oral Contracts – Measure of Damages
Facts
Gravy sought to impose a freezing injunction against a company related to Xyzmo (called Z), after commission Gravy alleged to have earned was not paid and neither was the principal sum. An alleged implied contract had been formed between Xyzmo and Gravy, but Xyzmo was a company without assets and had been formed overseas. No specific commission amount had been expressed, only a formula for which it could be calculated.
Issues
Whether there has been an acknowledgement of Z’s obligations in relation to the relationship between Gravy and Xyzmo and whether a freezing injunction should be granted.
Decision / Outcome
Gravy’s application was refused. The Court determined and interpreted the meaning of a contract to require the fundamental elements of offer, acceptance and intention to create legal relations between the parties signed to the contract. It was not usual for such a contract to be implied and any oral agreement required a demonstrable mutual acceptance of terms. Oral agreements could be legally enforceable but the terms of such an agreement needed to be agreed and understood by both parties. The invoice was evidence of a willingness of Z to pay Gravy, but it did state it was “voluntary and without prejudice” which limited its enforceability. Any injunction would not be against Xyzmo but against Z, which would interfere with the business relationship between Z and Xyzmo in respect of money paid to Xyzmo. Also, there was no evidence to suggest that Gravy would benefit from a proprietary claim, lest not entitled to one. As such, the injunction was not granted.
Updated 19 March 2026
This case summary relates to Gravy Solutions Ltd v Xyzmo Software GmbH [2013] EWHC 2770 (QB), a first-instance High Court decision. The judgment is available on BAILII and the summary accurately reflects the outcome and the court’s reasoning on the core issues of implied and oral contracts, the requirements for a valid contract (offer, acceptance, and intention to create legal relations), and the refusal of the freezing injunction.
The underlying legal principles described remain good law. The general requirements for a binding contract — including offer, acceptance, consideration, and intention to create legal relations — continue to be applied by the English courts in the same way. The law on freezing injunctions under s.37 of the Senior Courts Act 1981 and the principles from Mareva Compania Naviera SA v International Bulkcarriers SA [1975] have not materially changed. The treatment of oral contracts and the need for certainty of terms also remains consistent with current case law.
No subsequent appellate authority has been identified that would alter the legal position as stated in the summary. Readers should note that this was a relatively fact-specific interlocutory decision at first instance and does not itself establish binding precedent, but it usefully illustrates the application of settled contractual and injunctive principles.
