Category: Contract

Anglo American Investments Limited v Barber: CA 22 Jul 1998

The defendant had borrowed money from the plaintiff, and a director made an oral promiose not to seek repayment until the defendant could afford it. The claimant went into liquidation.
Held: The defence was incredible and had no prospect of success.

Citations:

[1998] EWCA Civ 1258

Jurisdiction:

England and Wales

Citing:

Cited – Alpine Bulk Transport Co Inc v Saudi Eagle Shipping Co Inc The ‘Saudi Eagle’ CA 1986
The defendants, believing that they had no assets, deliberately allowed an interlocutory judgment for damages to be assessed to be entered against them by default, and only after damages had been assessed and final judgment entered, realising that . .
Lists of cited by and citing cases may be incomplete.

Contract, Insolvency

Updated: 23 November 2022; Ref: scu.144737

Matila Ltd v Lisheen Properties Ltd and Others: ChD 16 Jul 2010

The Claimants sought specific performance of a number of contracts for the grant of leasehold interests over the individual residential apartments and commercial units in a development

Judges:

His Honour Judge Stephen Davies (sitting as a Judge of the High Court)

Citations:

[2010] EWHC 1832 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Land, Contract, Equity

Updated: 22 November 2022; Ref: scu.420965

Proform Sports Management Ltd v Proactive Sports Management Ltd and Another: ChD 26 Jul 2006

The claimant entered into a contract with Wayne Rooney, then a child footballer to represent him. Mr Rooney entered into another contract with the defendant, and the claimant sought damages alleging unlawful interference or the procuring of a breach of contract.
Held: A player’s representative did not carry out a function essential to the child footballer earning his living, and the representation contract was not on a par with or analagous to a contract of employment or for an apprenticeship. The FA rules prohibited a contract in these circumstances, and the claimant could not assert that a contract existed to be interfered with.

Judges:

Judge Hodge, QC

Citations:

Times 13-Nov-2006, [2006] EWHC 2903 (Ch), [2007] 1 All ER (Comm) 356, [2007] Bus LR 93, [2007] 1 All ER 542

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Doyle v White City Stadium Ltd CA 1934
A professional boxer, below the age for making a contract generally, was held to be bound by the terms of his licence from the British Boxing Board of Control, which allowed him to earn his living boxing but required him to keep the rules. It was . .
Cited – Greig v Insole 1978
The court was asked whether the Test and County Cricket Board had, by passing certain resolutions, induced cricketers with contracts with World Series Cricket Pty Ltd, the plaintiff, to break those contracts. The TCCB had acted in good faith and . .
Cited – Chaplin v Leslie Fewin (Publishers) Ltd 1966
The basis of a child being held to a contract is where the contract allows him to start to earn a living. . .
Lists of cited by and citing cases may be incomplete.

Contract, Children, Torts – Other

Updated: 22 November 2022; Ref: scu.341770

Cleveland Bridge UK Ltd and Another v Multiplex Constructions (UK) Ltd: CA 27 Apr 2007

The court construed an agreement supplemental to a construction contract.

Judges:

May LJ, Dyson LJ, Smith LJ

Citations:

[2007] EWCA Civ 443

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See Also – Cleveland Bridge UK Ltd v Multiplex Constructions (UK) Ltd TCC 31-Aug-2005
A third party television company sought access to the particulars of claim and other pleadings.
Held: HH Judge Wilcox said: ‘There can be no legitimate distinction drawn between decisions made in interlocutory proceedings and those at final . .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd TCC 5-Jun-2006
. .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd and Another CA 20-Dec-2006
. .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd (No. 2) TCC 31-Jan-2007
. .
See Also – Multiplex Construction (Uk) Ltd v Honeywell Control Systems Ltd TCC 8-Feb-2007
Application for permission to appeal. Jackson J considered whether permission to appeal should have been requested at the hearing: ‘It seems to me that I have got to interpret the provisions of Rule 52.3 and the provisions of the Practice Direction . .
See Also – Multiplex Constructions (UK) Ltd v Honeywell Control Systems Ltd (No. 2) TCC 6-Mar-2007
. .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd (No 3) TCC 12-Mar-2007
. .

Cited by:

See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd and Another CA 21-Dec-2007
. .
See Also – Multiplex Construction Ltd v Cleveland Bridge Ltd and Another CA 6-Feb-2008
. .
See Also – Multiplex Construction (Uk) Ltd v Cleveland Bridge UK Ltd and Another TCC 7-Feb-2008
. .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd and Another TCC 19-Mar-2008
. .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd and Another TCC 29-Sep-2008
. .
See Also – Multiplex Constructions (UK) Ltd v Cleveland Bridge UK Ltd and Another (No 7) TCC 29-Sep-2008
Last stage of the Wembley stadium construction dispute. Jackson J, interpreting Carver said that it set out: ‘how the court ought to approach the matter in circumstances where: (a) one party has made an offer which was nearly but not quite . .
See Also – Cleveland Bridge UK Ltd and Another v Multiplex Constructions (UK) Ltd CA 19-Feb-2010
. .
See Also – Cleveland Bridge Uk Ltd and Another v Multiplex Constructions (UK) Ltd CA 31-Mar-2010
. .
Lists of cited by and citing cases may be incomplete.

Construction, Contract

Updated: 22 November 2022; Ref: scu.252381

Chaplin v Leslie Fewin (Publishers) Ltd: 1966

The basis of a child being held to a contract is where the contract allows him to start to earn a living.

Citations:

[1966] Ch 71

Jurisdiction:

England and Wales

Cited by:

Cited – Proform Sports Management Ltd v Proactive Sports Management Ltd and Another ChD 26-Jul-2006
The claimant entered into a contract with Wayne Rooney, then a child footballer to represent him. Mr Rooney entered into another contract with the defendant, and the claimant sought damages alleging unlawful interference or the procuring of a breach . .
Lists of cited by and citing cases may be incomplete.

Contract, Children

Updated: 22 November 2022; Ref: scu.247643

Steria Ltd and others v Hutchison and others: CA 24 Nov 2006

Neuberger LJ observed that estoppels are relied on because of difficulties in establishing a contract; and, since unconscionability is the single factor that must be established for an estoppel and views on unconscionability may vary, it is necessary to have specific but flexible guiding principles; ‘When it comes to estoppels by representation or promissory estoppel, it seems to me very unlikely that a claimant would be able to satisfy the test of unconscionability unless he could also satisfy the three classic requirements. They are (a) a clear representation or promise made by the defendant upon which it is reasonably foreseeable that the claimant will act, (b) an act on the part of the claimant which was reasonably taken in reliance upon the representation or promise, and (c) after the act has been taken, the claimant being able to show that he will suffer detriment if the defendant is not held to the representation or promise. Even this formulation is relatively broad brush, and it should be emphasised that there are many qualifications or refinements which can be made to it.
The requirement for these three features, at least in relation to estoppel by representation, was very clearly put by the Privy Council in Tai Hing Cotton Mill Lt v. Liu Chong Hing Bank Ltd [1986] AC 80, 110, in the following terms: ‘the essence of estoppels is a representation (express or implied) intended to induce the person to whom it is made to adopt a course of conduct which results in detriment or loss.’
I can see no reason, in theory or practice, why this should not be equally true of promissory estoppel . .’

Judges:

Mummery LJ, Jacob LJ, Neuberger J

Citations:

[2006] EWCA Civ 1551, [2007] ICR 445

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Appeal From – Steria Ltd and others v Hutchison and others ChD 21-Dec-2005
. .

Cited by:

Cited – Parties Named In Schedule A v Dresdner Kleinwort Ltd and Another QBD 28-May-2010
The defendant merchant banks resisted two group claims for annual bonuses for 2008 made by the employee claimants. They now sought summary judgment against the claims. The employer had declared a guaranteed minimum bonus pool available to make the . .
Lists of cited by and citing cases may be incomplete.

Estoppel, Contract

Updated: 22 November 2022; Ref: scu.246376

Thomson v Thomas Muir (Waste Management Ltd): 1995

To imply a term into a contract, the court must be persuaded that the contract is unworkable without it.

Citations:

1995 SLT 403

Jurisdiction:

Scotland

Cited by:

Cited – Fraser v The Professional Golfers Association Ltd OHCS 25-Aug-2006
The pursuer a former competitive golfer who wished to become a trainer complained that the defendant which controlled a substantial portion of the professional golf world, had by its rules permanently debarred him from qualification after he three . .
Cited – Aitken v Standard Life Assurance Ltd SCS 3-Dec-2008
The pursuer averred that the defendant, his pension provider, had wrongfully reduced its final bonus by ten per cent without notifying him. He sought to imply a term into the contract to provide such an effect, saying that the contract promised an . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 22 November 2022; Ref: scu.244742

Cumberland Consolidated Holdings Limited v Ireland: CA 1946

A vendor of a warehouse left in the cellars of a warehouse rubbish including bags of hardened cement which would be difficult to remove, and which affected the value of the property and precluded the proper use of the cellar. The buyer complained that he had not been given vacant possession as agreed under the contract.
Held: He had not been given vacant possession. Lord Greene MR said: ‘But it appears to us that what he bargains for is not merely the right in law, but the power in fact to exercise the right. When we speak of a physical impediment we do not mean that any physical impediment will do. It must be an impediment which substantially prevents or interferes with the enjoyment of the right of possession of a substantial part of the property.’

Judges:

Lord Greene MR

Citations:

[1946] KB 264, [1946] 1 All ER 284

Jurisdiction:

England and Wales

Cited by:

Cited – Englewood Properties Limited v Patel and Another ChD 16-Feb-2005
The claimant was a property developer, which sought to sell a row of shops at auction. One lot was a Woolworths store, where the company owned both freehold and leasehold interests, with Woolworths occupying an underlease, which the claimant had . .
Cited – Area Estates Ltd v Weir CA 20-Jul-2010
The parties contracted for the sale and purchase of land with vacant possession. It was subject to a lease which the seller said had been surrendered, and it refused to accept any requisitions of objections. After exchange it appeared that the . .
Cited – Scott v Southern Pacific Mortgages Ltd and Others SC 22-Oct-2014
The appellant challenged a sale and rent back transaction. He said that the proposed purchaser had misrepresented the transaction to them. The Court was asked s whether the home owners had interests whose priority was protected by virtue of section . .
Lists of cited by and citing cases may be incomplete.

Contract, Land

Updated: 22 November 2022; Ref: scu.219174

Greig v Insole: 1978

The court was asked whether the Test and County Cricket Board had, by passing certain resolutions, induced cricketers with contracts with World Series Cricket Pty Ltd, the plaintiff, to break those contracts. The TCCB had acted in good faith and under a mistake as to the legal position. They believed that their resolutions would only induce cricketers who could lawfully terminate their contracts to do so.
Held: People are presumed to intend the reasonable consequences of their actions. Good faith as such is no defence if knowledge and intention are proved. The court applied an objective test to ascertain whether there was an intention to induce the cricketers to break their contracts and held that mistake and error as to the legal position were irrelevant. It identified 5 conditions to be established for the tort of wrongful interference with contractual relations, namely: ‘(1) either (a) direct interference or (b) indirect interference (if coupled with unlawful means); (2) knowledge of the contract; (3) intention to interfere with it; (4) damage which is more than nominal; (5) so far as necessary, the rebuttal of any defence based on justification for the interference.’

Judges:

Slade J

Citations:

[1978] 1 WLR 302, [1978] 3 All ER 449

Jurisdiction:

England and Wales

Cited by:

Cited – OBG Ltd OBG (Plant and Transport Hire) Ltd v Raymond International Ltd; OBG Ltd v Allen CA 9-Feb-2005
The defendants had wrongfully appointed receivers of the claimant, who then came into the business and terminated contracts undertaken by the business. The claimant asserted that their actions amounted to a wrongful interference in their contracts . .
Approved – Timeplan Education Group Limited v National Union of Teachers and Dunn CA 23-Jan-1997
Damages were claimed for an alleged unlawful interference with contractual relations.
Held: Ignorance of the terms of the contract did not suffice to show absence of intent to interfere with contractual relations. . .
Cited – Mainstream Properties Ltd v Young and others CA 13-Jul-2005
The claimant appealed refusal of his claim for inducing a breach of contract against the sixth defendant. It said that an intention to disturb a contract could be inferred.
Held: A mere recklessness as to whether contractual rights were . .
Cited – Proform Sports Management Ltd v Proactive Sports Management Ltd and Another ChD 26-Jul-2006
The claimant entered into a contract with Wayne Rooney, then a child footballer to represent him. Mr Rooney entered into another contract with the defendant, and the claimant sought damages alleging unlawful interference or the procuring of a breach . .
Cited – Douglas and others v Hello! Ltd and others; similar HL 2-May-2007
In Douglas, the claimants said that the defendants had interfered with their contract to provide exclusive photographs of their wedding to a competing magazine, by arranging for a third party to infiltrate and take and sell unauthorised photographs. . .
Lists of cited by and citing cases may be incomplete.

Torts – Other, Contract

Updated: 22 November 2022; Ref: scu.222993

Leith v Garden: 1703

Notice of assignment of contract – bad faith.

Citations:

(1703) Mor 865

Jurisdiction:

Scotland

Cited by:

Cited – Safdar v Shahid SCS 30-Apr-2004
The pursuer claimed repayments of loans made for the purchase of company shares. The defender denied any loan had been made, and claimed that any loans would require evidence in writing under the Act.
Held: The arguments should be allowed to . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 20 November 2022; Ref: scu.196586

CEL Group Ltd v Nedlloyd Lines UK Ltd and Another: CA 26 Nov 2003

Judges:

Lady Justice Hale Lord Justice Waller Lord Justice Carnwath

Citations:

[2003] EWCA Civ 1716, [2004] 1 Lloyd’s Rep 381, [2004] 1 Lloyd’s Rep 381

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See also – Cel Group Ltd v Nedlloyd Lines UK Ltd and Another CA 18-Dec-2003
The defendant sought indemnity costs with interest at an enhanced rate. It had made on offer of settlement which was rejected. CEL objected that the defendant had the benefit of a conditional fee agreement.
Held: The conditional fee agreement . .

Cited by:

Costs appeal – Cel Group Ltd v Nedlloyd Lines UK Ltd and Another CA 18-Dec-2003
The defendant sought indemnity costs with interest at an enhanced rate. It had made on offer of settlement which was rejected. CEL objected that the defendant had the benefit of a conditional fee agreement.
Held: The conditional fee agreement . .
Lists of cited by and citing cases may be incomplete.

Contract, Commercial

Updated: 20 November 2022; Ref: scu.188250

Johnson v Humphrey: 1946

The open contract for the sale of land was held to be unenforceable because the memorandum relied upon omitted any reference to a term that vacant possession was not to be given until the vendor could make suitable arrangements for herself and her furniture.
Under an open contract for the sale of land, completion must take place within a reasonable time. What is a reasonable time has to be measured by the legal business which has to be performed in connection with the investigation of title and the preparation of the necessary conveyancing documents.

Citations:

[1946] 1 All ER 460

Jurisdiction:

England and Wales

Land, Contract

Updated: 20 November 2022; Ref: scu.182544

Isoft Group Plc v Misys Holdings Limited Misys Plc: CA 28 Feb 2003

Construction under an agreement, by which the claimant acquired a company from the Misys group . ACT is the leading laboratory information systems provider in the United Kingdom.

Judges:

Lord Justice Buxton Lord Justice Simon Brown Lord Justice Carnwath

Citations:

[2003] EWCA Civ 229

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 20 November 2022; Ref: scu.179555

M’Master and Co v Cox M’Euen and Co: HL 3 Dec 1920

By contracts dated 1st and 2nd November 1917 a firm of jute manufacturers contracted to sell to a firm of merchants certain quantities of jute goods, one-half to be delivered in January and the remainder in February 1918, delivery to be f.o.b. Dundee. On the passing of the Jute (Export) Order, dated 27th November 1917, the sellers wrote the buyers asking for a guarantee that the goods would not be exported from the United Kingdom, or if the goods were for export for the necessary permit from the War Office. Application was made for a permit but it was refused. The buyers then cancelled the contracts.
In an action of damages at the instance of the sellers for breach of contract, held (reversing the judgment of the Second Division, diss. Lord Dundas) that the Jute (Export) Order and the refusal of the permit had not the effect of voiding the contract, there being no contractual terms, express or implied, as to the market in which the goods were to be disposed of, and that accordingly the buyers were in breach of contract in refusing to take delivery.

Citations:

[1920] UKHL 70, 58 SLR 70

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 20 November 2022; Ref: scu.631550

Dynamit Actien – Gesellschaft (Vormals Alfred Nobel and Co) v Rio Tinto Co Ltd: HL 25 Jan 1918

In the first appeal the respondents, an English company, brought an action under the Legal Proceedings against Enemies Act 1915 to have it declared that contracts entered into by them with the appellants, a German firm, were avoided by the outbreak of war with Germany. The contracts contained a clause providing that if owing to war the respondents were prevented from delivering the ore which was the subject of the contracts the obligation to ship and/or deliver should be suspended during the continuance of the impediment and for a reasonable time afterwards. The Court of Appeal decided in favour of the respondents on the ground that the contracts involved intercourse with the enemy ( 116 L.T.R. 810). Held that this view was correct, and that in any view the contracts were void as being contrary to public policy.
In the other two appeals there were contracts in somewhat similar terms, but executed in Germany in the German language. It was contended that the rights of the parties fell to be determined by German law. Held that even if this were so the onus of proving the German law different from the English had not been discharged by the appellants. Further, that even had they proved that German law regarded such a contract as enforceable, that fact would not weigh with the English courts if they considered the contract contrary to public policy. The ruling in the first appeal therefore applied.

Judges:

Lords Dunedin, Atkinson, Parker, and Sumner

Citations:

[1918] UKHL 784, 55 SLR 784

Links:

Bailii

Statutes:

Legal Proceedings against Enemies Act 1915

Jurisdiction:

England and Wales

Contract

Updated: 20 November 2022; Ref: scu.631463

Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others: ChD 11 Dec 2014

The Claimants asserted that judgments in Ethiopia were obtained by perjury and fraudulent means in particular by the deliberate withholding of material evidence. They also claimed that the Ethiopian Courts were biased against them.

Judges:

Peter Smith J

Citations:

[2014] EWHC 4196 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See Also – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others (Experts) ChD 22-Mar-2013
Consideration of the protocol for the instruction of experts . .
See Also – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others (Jurisdiction) ChD 22-Mar-2013
The case was broght in respect of a foundation in Ethiopia; the parties were alll Ethiopian, the assets and the law. The defendants disputed that the English court had jurisdiction. . .
See Also – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others ChD 25-Mar-2013
Application for leave to appeal – refused. . .
See Also – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others ChD 26-Mar-2013
The defendants were seeking an order for wasted costs against the solicitors for the claimants. The claimants had requested the judge to recuse himself from hearing that complaint. He now gave his reasons for refusing that request. . .
See Also – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others ChD 1-May-2013
Judgment on wasted costs after findings critical of an expert witness. . .
Cited – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others CA 14-Aug-2013
The solicitors appealed against the making of a wasted costs order against them. . .

Cited by:

See Also – Mengiste and Another v Endowment Fund for The Rehabilitation of Tigray and Others CA 11-Nov-2015
Appeal against refusal to lift a stay on the proceedings. . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 20 November 2022; Ref: scu.539970

Great Eastern Railway Company v Lord’s Trustee: HL 1909

The House was asked whether the appellant railway company had delivered the goods unconditionally to the goods owner so as to lose its lien for the price of coal carriage, or was there an agreement conferring ‘a right in equity to any personal chattels or to any charge or security thereon’ under the 1878 Act.
Held: (Majority) It had not done so. The lien which it exercised, therefore, was based upon its actual possession as carrier of the goods, which was not destroyed by its contractual arrangements with the receiver or by delivery up of the goods. A lien is a mere personal right of detention and therefore requires actual possession.
The word ‘charge’ does not in its ordinary and accepted legal sense embrace a legal possessory lien even, so it would seem, if the contract gives the right of sale.

Citations:

[1909] AC 109

Statutes:

Bills of Sale Act 1878

Jurisdiction:

England and Wales

Cited by:

Cited – Trident International Limited v Barlow; Hughes and Goodman (the Joint Administrators of Hamley Plc and Jeffrey (Rogers) Imports Limited CA 30-Jul-1999
A contractual possessory lien, coupled with a right to sell and use the proceeds to discharge the customer’s outstanding indebtedness was not a floating charge because the company did not purport to have any right to exercise any right to take . .
Lists of cited by and citing cases may be incomplete.

Company, Contract, Agency

Updated: 19 November 2022; Ref: scu.414895

Claddagh Steamship Co Ltd v Steven and Co: HL 1919

There were two contracts for the sale of ships. The question was whether, when one ship was requisitioned by the Government, the purchasers were obliged to accept and pay for the other. Their case was that they were not obliged to do so, as the vendors were not able to perform their side of the bargain.
Held: The evidence showed that the object of the two contracts was to give effect to an agreement for the sale of the two ships together. The purchasers were entitled to refuse to accept delivery of one ship without the other. It is always open to inquiry whether the existence of two separate documents represented the real bargain between the parties.

Judges:

Viscount Findlay

Citations:

1919 SC (HL) 132

Jurisdiction:

Scotland

Cited by:

Cited – Inveresk Plc v Tullis Russell Papermakers Ltd SC 5-May-2010
The parties had undertaken the sale of a business (from I to TR) with part of the consideration to be payable on later calculation of the turnover. The agreement provided for an audit if the parties failed to agree. TR issued a figure. I argued that . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 19 November 2022; Ref: scu.410706

Stickney v Keeble: HL 1917

The purchaser had made repeated complaints about the seller’s delay in completing construction.
Held: The repeated complaints formed a principal ground for justification of the short specified notice period.
Lord Parker of Waddington set out the principles by which to assess the reasonableness of a time specified in a notice for the completion of the construction of a property: ‘The time limited by such a notice is sometimes referred to as having become, by virtue of the notice, of the essence of the contract. In considering whether the time so limited is a reasonable time the Court will consider all the circumstances of the case. No doubt what remains to be done at the date of the notice is of importance, but it is by no means the only relevant fact. The fact that the purchaser has continually been pressing for completion, or has before given similar notices which he has waived, or that it is specially important to him to obtain early completion, are equally relevant facts: Macbryde v Weekes (1856) 22 Beav 533. Indeed, the dominant principle has always been that equity will only grant specific performance if, under all the circumstances, it is just and equitable to do so. It would be unjust and inequitable to allow the vendor to put forward his own unnecessary delay in the face of the purchaser’s frequent requests for expedition as a ground for allowing him further time or as rendering the time limited by such a notice as that to which I have referred an unreasonable time.’

Judges:

Lord Parker of Waddington

Citations:

[1915] AC 387

Jurisdiction:

England and Wales

Cited by:

Cited – North Eastern Properties Ltd v Coleman and Another CA 19-Mar-2010
The appellants challenged specific performance orders obliging them to complete the purchase of apartments, saying that the contracts had not complied with the 1989 Act, and that their repudiation of the contracts had been accepted. The contracts . .
Lists of cited by and citing cases may be incomplete.

Land, Contract

Updated: 19 November 2022; Ref: scu.403475

RST v UVW: QBD 11 Sep 2009

The applicant sought an interim and without notice injunction preventing the defendant from disclosing confidential information covered by an agreement between the parties.
Held: The order was made on a without notice application because there was a real risk that if given notice the respondent would take steps to defeat its purpose. The applicant had had sexual encounters with the respondent several years before, in return for money. She more recently came back asking for money not to disclose the events. He paid under a formal written agreement for confidentiality. Later her agent approached others with a view to selling her story. When challenged, the agent threatened to publish anyway.

Judges:

Tugendhat J

Citations:

[2009] EWHC 2448 (QB), [2010] EMLR 13, [2010] Fam Law 141, [2010] 1 FLR 950

Links:

Bailii, Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Bonnard v Perryman CA 2-Jan-1891
Although the courts possessed a jurisdiction, ‘in all but exceptional cases’, they should not issue an interlocutory injunction to restrain the publication of a libel which the defence sought to justify except where it was clear that that defence . .
Cited – Gulf Oil (Great Britain) Limited v Page CA 1987
The plaintiff had contracted exclusively to supply to the defendants owners of petrol stations. On arrears arising, the plaintiff discontinued deliveries save on cash on delivery and direct debit terms. The defendants obtained supplies from another . .
Cited – Joyce v Sengupta and Another CA 31-Jul-1992
The defendant published an article accusing the plaintiff of theft. Not having funds to launch a claim in libel, the plaintiff obtained legal aid to claim in malicious falsehood. She now appealed against a strike out of that claim.
Held: A . .
Cited – Service Corporation International plc v Channel Four Television ChD 1999
The court considered an application for an interlocutory injunction to restrain a broadcast, based on copyright. The defendant argued that this was merely an attempt to circumvent difficulties in a defamation action.
Held: Where an interim . .
Cited – Theakston v MGN Ltd QBD 14-Feb-2002
The claimant, a celebrity sought to restrain publication by the defendant of information about his sex life, consisting of pictures of him in a brothel. The court considered the test for the grant of an injunction to restrain publication under the . .
Cited – A v B plc and Another (Flitcroft v MGN Ltd) CA 11-Mar-2002
A newspaper company appealed against an order preventing it naming a footballer who, they claimed, had been unfaithful to his wife.
Held: There remains a distinction between the right of privacy which attaches to sexual activities within and . .
Cited – Campbell v Mirror Group Newspapers Ltd (MGN) (No 1) HL 6-May-2004
The claimant appealed against the denial of her claim that the defendant had infringed her right to respect for her private life. She was a model who had proclaimed publicly that she did not take drugs, but the defendant had published a story . .
Cited – Von Hannover v Germany ECHR 24-Jun-2004
Princess Caroline of Monaco who had, at some time, received considerable attention in the media throughout Europe, complained at the publication of photographs taken of her withour her permission.
Held: There was no doubt that the publication . .
Cited – In re S (a Child) (Identification: Restrictions on Publication) HL 28-Oct-2004
Inherent High Court power may restrain Publicity
The claimant child’s mother was to be tried for the murder of his brother by poisoning with salt. It was feared that the publicity which would normally attend a trial, would be damaging to S, and an application was made for reporting restrictions to . .
Cited – Greene v Associated Newspapers Ltd CA 5-Nov-2004
The claimant appealed against refusal of an order restraining publication by the respondent of an article about her. She said that it was based upon an email falsely attributed to her.
Held: ‘in an action for defamation a court will not impose . .
Cited – Ash and Another v McKennitt and others CA 14-Dec-2006
The claimant was a celebrated Canadian folk musician. The defendant, a former friend, published a story of their close friendship. The claimant said the relationship had been private, and publication infringed her privacy rights, and she obtained an . .
Cited – Associated Newspapers Ltd v Prince of Wales CA 21-Dec-2006
The defendant newspaper appealed summary judgment against it for breach of confidence and copyright infringement having published the claimant’s journals which he said were private.
Held: Upheld, although the judge had given insufficient . .
Cited – Murray v Big Pictures (UK) Ltd; Murray v Express Newspapers CA 7-May-2008
The claimant, a famous writer, complained on behalf of her infant son that he had been photographed in a public street with her, and that the photograph had later been published in a national newspaper. She appealed an order striking out her claim . .
Cited – Karako v Hungary ECHR 28-Apr-2009
In an election campaign an opponent of the claimant politician had said in a flyer that he was in the habit of putting the interests of his electors second. The applicant accused his opponent of criminal libel, but the prosecutor’s office terminated . .
Lists of cited by and citing cases may be incomplete.

Media, Contract, Intellectual Property

Updated: 19 November 2022; Ref: scu.377858

Caledonian Insurance Company v Gilmour: HL 1892

If parties had agreed as to the way in which a liability to pay was to be determined, that was binding, and if the contractual method of determining liability was not followed the pursuers would be trying to enforce a contract of a different nature.

Citations:

1892 20 R (HL) 13

Jurisdiction:

Scotland

Cited by:

Cited – Inveresk Plc v Tullis Russell Papermakers Ltd SCS 15-Feb-2008
The defenders had sold their business assets to the pursuers. The parties now disputed the sale terms, and in particular the calculation of a clause settling additional consideration.
Held: The court repelled the defenders’ pleas-in-law, . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 19 November 2022; Ref: scu.410700

Notcutt v Universal Equipment Company (London) Ltd: CA 14 Mar 1986

The Court was asked to consider the application of the doctrine of frustration to a periodic contract of employment, which is determinable by short or relatively short notice where the contract is said to have been frustrated by the illness or incapacity of the employee.

Judges:

Dillon LJ, Shedlon J

Citations:

[1986] EWCA Civ 3, [1986] 1WLR 641, [1986] IRLR 218

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Westwood v Secretary of State for Employment HL 1985
The house considered the benevolence rule: ‘I do not see any analogy at all between the generosity of private subscribers to a fund for the victims of some disaster, who also have claims for damages against a tortfeasor, and the state providing . .

Cited by:

Cited – Atwal and Another v Rochester TCC 9-Jul-2010
The claimants had engaged the defendant to carry out building works. He became ill part way through and the works were not completed. They now said he was in repudiatory breach of the contract. The defendant said that the contract was frustrated, . .
Cited – Atwal and Another v Rochester TCC 9-Jul-2010
The claimants had engaged the defendant to carry out building works. He became ill part way through and the works were not completed. They now said he was in repudiatory breach of the contract. The defendant said that the contract was frustrated, . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 19 November 2022; Ref: scu.262651

Forrest and others v Glasser and Another: CA 31 Jul 2006

The claimants appealed a preliminary decision against them as to whether they had correctly served a sufficient notice of their intention to make a claim in a commercial investment syndicate agreement.
Held: The claimants’ solicitor had written a letter. The judge at first instance concluded that it did not satisfy the requirements to constitute notice. He erred. The word ‘claim’ was to be given its ordinary and natural meaning, and did not require futher definition. The clause did not require any further particulars to be give at the time of the notification.

Judges:

Ward LJ, Laws LJ, Longmore LJ

Citations:

[2006] EWCA Civ 1086, Times 29-Aug-2006

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Investors Compensation Scheme Ltd v West Bromwich Building Society HL 19-Jun-1997
Account taken of circumstances wihout ambiguity
The respondent gave advice on home income plans. The individual claimants had assigned their initial claims to the scheme, but later sought also to have their mortgages in favour of the respondent set aside.
Held: Investors having once . .
Cited – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Cited – Laminates Acquisition Co v BTR Australia Ltd ComC 31-Oct-2003
The claimant sought damages for breach of a company share sale agreement. The seller had given a warranty that it was not involved in any undisclosed litigation. An anti-trust investigation had been begun in the US.
Held: In this case the . .
Cited – Bottin (International) Investments Ltd v Venson Group Plcgrant Scriven Clive Lawson Smith CA 22-Oct-2004
Under a share purchase agreement, ‘notice of the claim had to be made in writing ‘specifying such details of the event or circumstances giving rise to such claim as are available to the investor and an estimate (if capable of preparation by the . .
Cited – RWE Nukem Limited v AEA Technology Plc QBD 28-Jan-2005
For a party making a claim under the contract, the requirement was for ‘written particulars of such claim (giving detail of the specific matter as are available to the purchaser in respect of which such claim is made).’
Held: ‘Every . .
Cited – Mannai Investment Co Ltd v Eagle Star Assurance HL 21-May-1997
Minor Irregularity in Break Notice Not Fatal
Leases contained clauses allowing the tenant to break the lease by serving not less than six months notice to expire on the third anniversary of the commencement date of the term of the lease. The tenant gave notice to determine the leases on 12th . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 19 November 2022; Ref: scu.244099

Shailesh Gondhia and others v Esso Petroleum Company Ltd: CA 19 Jun 2001

Three short points of construction arising out of the interrelationship between an agreement for the supply of petrol to a petrol station and a letter which extended the terms of that agreement beyond its termination date pending negotiation for a new contract.

Judges:

Lord Justice Rix

Citations:

[2001] EWCA Civ 1070

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 19 November 2022; Ref: scu.201177

Thomas Witter v TBP Industries Ltd: ChD 15 Jul 1994

An award of damages for misrepresentation required that there had at some time been a right of rescission, not necessarily a continuing right to rescind.
An acknowledgement of non-reliance clause has become a common part of modern commercial contracts. An entire agreement clause limits the terms of the parties’ agreement to their written agreement and prevents a representation from assuming contractual force, but that it does not, without more, preclude or exclude liability for misrepresentation. As to the clause under which a party acknowledged that he had not been induced to enter the subject agreement by any representation, save those specified in a schedule.
Discussing the clause at issue, Jacob J said: ‘The problem is its scope. The Act of 1967 calls for consideration of the term as such. And it refers to ‘any liability’ and ‘any misrepresentation’. It does not call for consideration of the term so far as it applies to the misrepresentation in question or the kind of misrepresentation in question. The term is not severable: it is either reasonable as a whole or not. So one must consider its every potential effect. The clause does not seek to distinguish between fraudulent, negligent, or innocent misrepresentation. If it excludes liability for one kind of misrepresentation it does so for all. I cannot think it reasonable to exclude liability for fraudulent misrepresentation . . It may well be, with a different clause, reasonable to exclude liability for innocent misrepresentation or even negligent misrepresentation. But since the width of this clause is too great I would have held it failed the requirement of reasonableness and was of no effect.
A possible route round this latter objection would be to construe the clause so that it did not apply to a fraudulent misrepresentation. This approach is artificial. It is unnecessary now that the 1977 Act exists to destroy unreasonable exclusion clauses. The construction involves creating an implied exception in the case of fraud. What about an implied exclusion of negligence? Or gross negligence? It is not for the law to fudge a way for an exclusion to be valid. If a party wants to exclude liability for certain sorts of misrepresentation, it must spell those out clearly’.

Judges:

Jacob J

Citations:

Ind Summary 08-Aug-1994, [1996] 2 All ER 573

Statutes:

Misrepresentation Act 1967

Jurisdiction:

England and Wales

Cited by:

Cited – National Westminster Bank v Utrecht-America Finance Company CA 10-May-2001
An agreement between the parties for assignment or novation of a credit agreement, contained a ‘take out’ agreement (‘TOA’). The defendant began proceedings in California to rescind the agreement, and the claimants obtained summary judgement under . .
Cited – E A Grimstead and Son Limited v McGarrigan CA 13-Oct-1998
. .
Not Followed – Zanzibar v British Aerospace (Lancaster House) Ltd QBD 31-Mar-2000
In a contract for the purchase of airplanes, the plaintiff claimed misrepresentation, and as a result, rescission and damages. The issue was whether, once the right to rescind had been lost, any claim for damages had also lapsed under section 2(2). . .
Cited – Six Continents Hotels Inc v Event Hotels Gmbh QBD 21-Sep-2006
The claimant had licensed the defendant to use its trademarks in connection with the naming of their hotels in Germany. The defendants failed to pay their fees as agreed, the claimants terminated the license and now sought payment under the . .
Cited – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 20-Dec-1996
. .
Cited – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Cited – Crehan v Courage Limited and Byrne and Inntrepreneur Beer Supply Co Ltd and Langton v Inntrepreneur Beer Supply Co Ltd CA 27-May-1999
The court considered the validity of beer ties affecting public houses. . .
Cited – E A Grimstead and Son Ltd v McGarrigan CA 27-Oct-1999
The court considered the effect of an acknowledgement of non-reliance clause: ‘There are, as it seems to me, at least two good reasons why the courts should not refuse to give effect to an acknowledgement of non-reliance in a commercial contract . .
Cited – Floods of Queensferry Ltd, David Charles Flood v Shand Constructions Ltd, Morrison Shand Constructions Ltd, Morrison Construction Ltd TCC 17-Dec-1999
The claimant alleged that it had entered into a sub-contract relying upon misrepresentations made by the defendant, SCL that it was the main contractor, and that it was still trading. The defendant company operated through associated companies for . .
Cited – National Express Group Ltd v Campbell and Others SCS 7-Nov-2000
. .
Cited – LHS Holding Ltd v Laporte Plc CA 21-Jan-2001
. .
Cited – Watford Electronics Ltd v Sanderson CFL Ltd CA 23-Feb-2001
The plaintiff had contracted to purchase software from the respondent. The system failed to perform, and the defendant sought to rely upon its exclusion and limitation of liability clauses.
Held: It is for the party claiming that a contract . .
Cited – Pankhania and Another v Hackney and Another ChD 2-Aug-2002
The claimant sought damages alleging misrepresentation of land sold at auction. . .
Cited – Huyton Sa v Distribuidora Internacional De Productos Agricolas Sa De Cv CA 24-Jul-2003
. .
Cited – Bottin (International) Investments Limited v Venson Group Plc Grant Scriven Clive Lawson Smith ChD 3-Feb-2004
. .
Cited – Sere Holdings Ltd v Volkswagen Group United Kingdom Ltd ChD 5-Jul-2004
. .
Cited – Bottin (International) Investments Ltd v Venson Group Plc and others CA 22-Oct-2004
. .
Cited – Bottin (International) Investments Ltd v Venson Group Plcgrant Scriven Clive Lawson Smith CA 22-Oct-2004
Under a share purchase agreement, ‘notice of the claim had to be made in writing ‘specifying such details of the event or circumstances giving rise to such claim as are available to the investor and an estimate (if capable of preparation by the . .
Cited – The Rugby Group Ltd v Proforce Recruit Ltd QBD 2-Feb-2005
. .
Cited – Proforce Recruit Ltd v The Rugby Group Ltd CA 17-Feb-2006
The parties to a contract disputed the meaning of the phrase ‘preferred supplier status’ in a service cleaning agreement. The Court was asked whether an otherwise unarguable case on construction could be saved from being struck out by reference to . .
Cited – Peart Stevenson Associates Ltd v Holland QBD 30-Jul-2008
Claim for damages for breach of franchise contract. . .
Lists of cited by and citing cases may be incomplete.

Contract, Torts – Other

Updated: 19 November 2022; Ref: scu.185981

Laminates Acquisition Co v BTR Australia Ltd: ComC 31 Oct 2003

The claimant sought damages for breach of a company share sale agreement. The seller had given a warranty that it was not involved in any undisclosed litigation. An anti-trust investigation had been begun in the US.
Held: In this case the seller could not demonstrate that it had complied with its own obligations under the warranties, and was therefore precluded from itself relying upon other provisions within the contract.

Citations:

[2003] EWHC 2540 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Mentioned – A/S Rendal v Arcos Ltd HL 1937
. .
Cited – Mannai Investment Co Ltd v Eagle Star Assurance HL 21-May-1997
Minor Irregularity in Break Notice Not Fatal
Leases contained clauses allowing the tenant to break the lease by serving not less than six months notice to expire on the third anniversary of the commencement date of the term of the lease. The tenant gave notice to determine the leases on 12th . .
Cited – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Mentioned – Odebrecht Oil and Gas Services Ltd v North Sea Production Co Ltd ChD 10-May-1999
. .

Cited by:

Cited – Forrest and others v Glasser and Another CA 31-Jul-2006
The claimants appealed a preliminary decision against them as to whether they had correctly served a sufficient notice of their intention to make a claim in a commercial investment syndicate agreement.
Held: The claimants’ solicitor had . .
Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 19 November 2022; Ref: scu.187335

Lion Nathan Limited and others v C C Bottlers Limited and others: PC 14 May 1996

(New Zealand) A company was sold with a warranty that the sales figures would meet projected earnings. The purchaser successfully complained after the event that the figures were false and misleading. They appealed an order increasing the damages on the basis that the earnings figures had been manipulated. The order stood. The proper measure of damages was at the level of what properly calculated projected earnings would have been. The figures might be averaged for other factors, but otherwise stood. There is no connection between the range of foreseeable deviation in a given forecast and the question of whether the forecast was properly prepared. Whether a forecast was negligent or not depends upon whether reasonable care was taken in preparing it. It is impossible to say in the abstract that a forecast of a given figure ‘would not have been negligent.’

Judges:

Lord Goff of Chieveley, Lord Jauncey of Tullichettle, Lord Hoffmann, Sir John May, Sir Ralph Gibson

Citations:

Times 16-May-1996, Gazette 26-Jun-1996, [1996] UKPC 9, [1996] 1 WLR 1438

Links:

Bailii

Cited by:

Distinguished – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Cited – Goldstein v Levy Gee ( A Firm) ChD 1-Jul-2003
There had been a dispute between shareholders, and the defendant was called upon to value the company. He issued a tender for valuers to value the properties. Complaint was made that the tender was negligent in its description of the basis for . .
Cited – Curry’s Group Plc v Martin QBD 13-Oct-1999
The valuer valued a lease for a rent review clause, after advice, on the basis that the rent stated was to be a headline rent. The claim was dismissed because a valuer acting in such a situation was not substantially different from one undertaking a . .
Lists of cited by and citing cases may be incomplete.

Damages, Contract, Company, Commonwealth

Updated: 19 November 2022; Ref: scu.159165

Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd): CA 20 Dec 1996

Judges:

Lord Justice Stuart-Smith Lord Justice Ward And Lord Justice Hutchison

Citations:

[1996] EWCA Civ 1286

Jurisdiction:

England and Wales

Citing:

Cited – Thomas Witter v TBP Industries Ltd ChD 15-Jul-1994
An award of damages for misrepresentation required that there had at some time been a right of rescission, not necessarily a continuing right to rescind.
An acknowledgement of non-reliance clause has become a common part of modern commercial . .

Cited by:

See also – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Cited – Zabihi v Janzemini and Others CA 30-Jul-2009
The claimant said that he had left valuable jewelry with the defendant for sale. The defendant said at first they had been stolen, but then returned jewelry which the claimant denied was what had been left. The defendant appealed a finding that he . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 19 November 2022; Ref: scu.141154

Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd): CA 22 Jun 1998

Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in a Share Sale Agreement requiring notice to set out ‘such particulars of the grounds on which such claim is based as are then known to the Purchaser promptly . . and in any event within 18 months’, the court held that ‘The clear commercial purpose of the clause includes that the vendors should know . . in sufficiently formal written terms that a particularised claim for breach of warranty is to be made so that they may take such steps as are available to them to deal with it . . The commercial purpose may not be sensibly served if an uninformed and uninformative notice is given.’

Judges:

Stuart-Smith LJ

Citations:

Times 26-Jun-1998, [1999] 2 Lloyd’s Reports 243, [1998] EWCA Civ 3534

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Distinguished – Lion Nathan Limited and others v C C Bottlers Limited and others PC 14-May-1996
(New Zealand) A company was sold with a warranty that the sales figures would meet projected earnings. The purchaser successfully complained after the event that the figures were false and misleading. They appealed an order increasing the damages on . .
See also – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 20-Dec-1996
. .
Cited – Thomas Witter v TBP Industries Ltd ChD 15-Jul-1994
An award of damages for misrepresentation required that there had at some time been a right of rescission, not necessarily a continuing right to rescind.
An acknowledgement of non-reliance clause has become a common part of modern commercial . .

Cited by:

Cited – Laminates Acquisition Co v BTR Australia Ltd ComC 31-Oct-2003
The claimant sought damages for breach of a company share sale agreement. The seller had given a warranty that it was not involved in any undisclosed litigation. An anti-trust investigation had been begun in the US.
Held: In this case the . .
Cited – Forrest and others v Glasser and Another CA 31-Jul-2006
The claimants appealed a preliminary decision against them as to whether they had correctly served a sufficient notice of their intention to make a claim in a commercial investment syndicate agreement.
Held: The claimants’ solicitor had . .
Cited – Zabihi v Janzemini and Others CA 30-Jul-2009
The claimant said that he had left valuable jewelry with the defendant for sale. The defendant said at first they had been stolen, but then returned jewelry which the claimant denied was what had been left. The defendant appealed a finding that he . .
Lists of cited by and citing cases may be incomplete.

Damages, Contract

Updated: 19 November 2022; Ref: scu.89169