Yello Voice Solutions Limited v Onecom Partners Limited

Facts

Onecom Partners Limited, a leading UK provider of telecommunications and cloud-based services, supplied telecoms and cloud services to resellers known as Reseller Partners, who in turn sold to their own end customers. Yello Voice Solutions Limited was one such Reseller Partner under a Master Services Agreement dated 10 February 2022 ("the Yello MSA"), which Onecom terminated by notice dated 25 February 2025. Between March 2023 and June 2024 Onecom notified four variations to the Charges payable by Yello, said by Onecom to have been effected either as "Bespoke Variations" under clause 1.7.2 (requiring 30 days' notice and permitting objection) or as "Supplier Increase Variations" under clause 7.6 (permitting increases only so far as necessary to preserve substantially the same financial margin). Yello contended that none of the Variations was valid, alleging failures of construction and breach of four implied terms it labelled the Discretion Term, the Notice Sufficiency Term, the Objection Term and the Good Faith Duty. Rather than claiming damages, Yello sought some twenty-seven forms of declaratory relief only, expressly reserving its right to bring a later money claim. Onecom applied to strike the claim out under CPR 3.4, alternatively for reverse summary judgment under CPR Part 24.