Svella Connect Limited v Virgin Media Limited

Facts

Virgin Media Limited creates and expands fibre optic data networks in the UK through contractors engaged under framework agreements, and since 2023 has provided network services to a single customer, Nexfibre Networks Ltd, which publishes an annual "Opportunity Plan" of anticipated work. Virgin Media had entered into three framework agreements with NMCN plc — the Lightning Framework Agreement of 7 May 2019 and two Morpheus Framework Agreements of 14 February 2020 covering the North West and Yorkshire and the East Midlands. NMCN was placed into administration in October 2021 and the agreements were novated to Svella Connect Limited. Svella alleged that from about March 2024 Virgin Media pressured it over rates for overhead working, reduced its build volumes and threatened not to renew the Morpheus agreements. The parties then entered an Exit & Settlement Agreement dated 24 July 2024 under which Svella waived its Morpheus claims in return for guaranteed build volumes under the Lightning agreement; in November 2024 nexfibre scaled back its plans, leaving only around 26,000 of the 96,372 installations in Schedule 2. Svella claimed breach of implied terms of good faith in all four agreements. Virgin Media applied for summary judgment or strike out; Svella cross-applied for permission to amend.