Category: Contract

Surrey County Council and Mole District Council v Bredero Homes Ltd: ChD 1992

Land was agreed to be sold for development in accordance with an existing planning permission. Instead a later permission was obtained, and more houses were built. The plaintiff had not sought to restrain or prevent the breach, but now sought damages for breach of covenant.
Held: Only nominal damages were payable. The plaintiff was entitled to be put in the same financial position he would have been in but for the breach. He had no losses.
Steyn LJ commented that Wrotham Park was only defensible on the basis of restitutionary principles: the object of the award was to deprive the defendants of an unjustly acquired gain.
Ferris J
[1992] 3 All ER 302
England and Wales
Citing:
Applied – Robinson v Harman 18-Jan-1848
Damages for breach of contract should compensate the victim of the breach for the loss of his contractual bargain. Baron Parke said: ‘The next question is: What damages is the plaintiff entitled to recover? The rule of the common law is, that where . .
Cited – Wrotham Park Estate Ltd v Parkside Homes Ltd ChD 1974
55 houses had been built by the defendant, knowingly in breach of a restrictive covenant, imposed for the benefit of an estate, and in the face of objections by the claimant.
Held: The restrictive covenant not to develop other than in . .
Cited – Johnson v Agnew HL 1979
The seller had obtained a summary order for specific performance of a contract for the sale of land against the buyer.
Held: The breach was continuing and was still capable of being remedied by compliance with the order for specific . .

Cited by:
Appeal from – Surrey County Council v Bredero Homes Ltd CA 7-Apr-1993
A local authority had sold surplus land to a developer and obtained a covenant that the developer would develop the land in accordance with an existing planning permission. The sole purpose of the local authority in imposing the covenant was to . .
Cited – WWF (World Wide Fund for Nature) and Another v World Wrestling Federation Entertainment Inc CA 2-Apr-2007
The parties had disputed use of the initals WWF, with a compromise reached in 1994 allowing primary use by the Fund with restricted use by the Federation. The Federation now appealed an award of damages made after a finding of a breach of the . .
Cited – Morris-Garner and Another v One Step (Support) Ltd SC 18-Apr-2018
The Court was asked in what circumstances can damages for breach of contract be assessed by reference to the sum that the claimant could hypothetically have received in return for releasing the defendant from the obligation which he failed to . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.187409

WWF (World Wide Fund for Nature) and Another v World Wrestling Federation Entertainment Inc: CA 2 Apr 2007

The parties had disputed use of the initals WWF, with a compromise reached in 1994 allowing primary use by the Fund with restricted use by the Federation. The Federation now appealed an award of damages made after a finding of a breach of the agreement, challenging whether damages under Wrotham Park could properly be awarded for conduct ended by an injunction.
Held: ‘on a claim by a covenantee for an injunction and damages against a covenantor who has acted in breach of a restrictive covenant, the court may, in addition to granting an injunction to restrain further breaches, award damages in respect of past breaches notwithstanding that the covenantee cannot establish actual financial loss. In such a case the damages in respect of past breaches may be in an amount assessed as the sum which the court considers it would have been reasonable for the covenantor to pay and the covenantee to accept for the hypothetical release of the covenant. ‘ and (obiter) ‘in a case where a covenantor has acted in breach of a restrictive covenant, the court may award damages on the Wrotham Park basis, notwithstanding that there is no claim for an injunction – and notwithstanding that there could be no claim for an injunction. ‘
Chadwick LJ, Maurice Kay LJ, Wilson LJ
[2007] EWCA Civ 286, [2008] 1 All ER 74, [2008] 1 All ER (Comm) 129, [2008] 1 WLR 445, [2007] Bus LR 1252
Bailii
England and Wales
Citing:
Cited – Wrotham Park Estate Ltd v Parkside Homes Ltd ChD 1974
55 houses had been built by the defendant, knowingly in breach of a restrictive covenant, imposed for the benefit of an estate, and in the face of objections by the claimant.
Held: The restrictive covenant not to develop other than in . .
Cited – HM Attorney General v Blake (Jonathan Cape Ltd third Party intervening) HL 3-Aug-2000
Restitutionary Claim against Pofits from Breach
The author had written his book in breach of his duty of confidence. Having signed the Official Secrets Act, he accepted a contractual private law duty. After conviction as a spy, the publication of the book was in breach of the undertaking by not . .
First Instance – Liability – WWF -World Wide Fund for Nature (Formerly World Wildlife Fund), World Wildlife Fund Inc v World Wrestling Federation Entertainment Inc ChD 1-Oct-2001
The Fund sought summary relief against the use of the sign ‘WWF’ by the defendants, in breach of a contract. The defendants urged that the contract operated in restraint of trade. There had been long running and widespread trade mark disputes, . .
Cited – Experience Hendrix LLC v PPX Enterprises Inc and Another CA 20-Mar-2003
The claimant had obtained an interim injunction against the defendant for copyright infringement, though it could show no losses. It now sought additionally damages. The defendant argued that it could not have both.
Held: The case arose form . .
Appeal from – WWF-World Wide Fund for Nature and Another v World Wrestling Federation Entertainment Inc ChD 16-Feb-2006
. .
Cited – Tilling v Whiteman HL 1980
Lord Scarman said: ‘Preliminary points of law are too often treacherous short cuts. Their price can be, as here, delay, anxiety and expense.’
Lord Wilberforce said: ‘The judge took what has turned out to be an unfortunate course. Instead of . .
Cited – Surrey County Council v Bredero Homes Ltd CA 7-Apr-1993
A local authority had sold surplus land to a developer and obtained a covenant that the developer would develop the land in accordance with an existing planning permission. The sole purpose of the local authority in imposing the covenant was to . .
Cited – Jaggard v Sawyer and Another CA 18-Jul-1994
Recovery of damages after Refusal of Injunction
The plaintiff appealed against the award of damages instead of an injunction aftter the County court had found the defendant to have trespassed on his land by a new building making use of a private right of way.
Held: The appeal failed.
Cited – Gafford v A H Graham and Grandco Securities Limited CA 8-Apr-1998
A land owner who was aware of his rights under a restrictive covenant, and who stood by whilst a riding school was erected in breach of the covenant, was not later to be allowed injunctive mandatory relief to enforce the covenant, by virtue of his . .
Cited – Amec Developments Limited v Jury’s Hotel Management (UK) Limited 2001
A hotel had been built so as to encroach across a building line in breach of covenant, allowing the hotel to have 25 more rooms than it would otherwise have enjoyed. The court considered conflicting evidence as to the capital value of the additional . .
Cited – Shaw v Applegate CA 1977
There was a covenant against the use of a property as an amusement arcade. Within three years the purchaser had installed amusement machines, but it was not until three years later that the plaintiffs issued proceedings for an injunction and . .
Cited – Combe v Combe CA 1951
The defendant husband had promised his wife to allow her andpound;100 a year free of tax, without his wife furnishing any consideration for the promise. On his failing to pay, she sued on the promise.
Held: Her claim failed. The court declined . .
Cited – Tool Metal Manufactuing Company Ltd v Tungsten Electric Company Ltd HL 16-Jun-1955
The principle in Hughes v Metropolitan Railway could apply to a reduction by concession in payments due to a creditor and a concession could be terminated by giving reasonable notice. . .
Cited – Director of Public Prosecutions v Beard HL 1920
The accused raped a girl aged thirteen whilst he was drunk. He placed his hand over her mouth to stop her screaming, but without any intention of injuring her. He caused her death by suffocation, and was convicted of murder. It was argued on his . .
Cited – Foley v Classique Coaches Ltd CA 1934
The sellers had sold to the buyers a piece of land to use in the latter’s business as coach proprietors, and also contracted with them to supply all the petrol required for that business ‘at a price to be agreed by the parties in writing and from . .
Cited – Bracewell v Appleby ChD 1975
The defendant wrongly used and asserted a right of way over a private road to a house which he had built.
Held: To restrain the defendant from using the road would render the new house uninhabitable. The court refused an injunction on the . .
Cited – Surrey County Council and Mole District Council v Bredero Homes Ltd ChD 1992
Land was agreed to be sold for development in accordance with an existing planning permission. Instead a later permission was obtained, and more houses were built. The plaintiff had not sought to restrain or prevent the breach, but now sought . .
Cited – Jaggard v Sawyer CC 1993
(Weymouth County Court) The court refused an injunction to a land owner who complained that a neighbour had erected a building over a right of way. The court awarded damages of andpound;694.44, being a proportionate part of the the sum he might be . .
See Also – WWF – World Wide Fund for Nature (Formerly World Wildlife Fund); World Wildlife Fund Inc v World Wrestling Federation Entertainment Inc CA 27-Feb-2002
The claimant sought enforcement of a contract restricting the use by the appellant defendant of the initials ‘WWF’ in their trading. The agreement had been reached in settlement of an action for breach of the claimant’s trade mark rights. The . .
See Also – World Wide Fund for Nature (Formerly World Wildlife Fund), World Wildlife Fund Incorporated v World Wrestling Federation Entertainment Incorporated – Intervener Jakks Pacific Llc CA 27-Mar-2003
. .

Cited by:
Cited – Devenish Nutrition Ltd and others v Sanofi-Aventis SA (France) and others ChD 19-Oct-2007
The claimant sought damages for the losses it had suffered as a result of price fixing by the defendant companies in the vitamin market. The European Commission had already fined the defendant for its involvement.
Held: In an action for breach . .
Cited – Devenish Nutrition Ltd v Sanofi-Aventis Sa (France) and others CA 14-Oct-2008
The defendant had been involved in price fixing arrangements, and the claimant sought damages for breach of its proprietary rights. The claimant appealed refusal of an award an account of profits for what was akin to a breach of statutory duty.
Cited – Star Energy Weald Basin Ltd and Another v Bocardo Sa SC 28-Jul-2010
The defendant had obtained a licence to extract oil from its land. In order to do so it had to drill out and deep under the Bocardo’s land. No damage at all was caused to B’s land at or near the surface. B claimed in trespass for damages. It now . .
Cited – Morris-Garner and Another v One Step (Support) Ltd SC 18-Apr-2018
The Court was asked in what circumstances can damages for breach of contract be assessed by reference to the sum that the claimant could hypothetically have received in return for releasing the defendant from the obligation which he failed to . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.250684

CF Partners (UK) Llp v Barclays Bank Plc and Another: ChD 24 Sep 2014

CFP sought compensation for the alleged breach of an exclusivity agreement, and the misuse of confidential information, in the context of the pursuit and acquisition by the first defendant, Barclays Bank PLC of the second defendant, a body corporate.
Held: Halyard discussed the idea that damages might be set at the price acceptable for the release of an obligation: ‘the exercise is artificial; and, despite the apparent precision of the figures and calculations deployed typically (and necessarily) on each side, it necessarily involves a question of impression . . it is to some considerable extent a ‘broad brush”.
Hildyard J
[2014] EWHC 3049 (Ch)
Bailii
England and Wales
Cited by:
Cited – Morris-Garner and Another v One Step (Support) Ltd SC 18-Apr-2018
The Court was asked in what circumstances can damages for breach of contract be assessed by reference to the sum that the claimant could hypothetically have received in return for releasing the defendant from the obligation which he failed to . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.537219

Bunge Sa v Nidera Bv: CA 12 Dec 2013

The court heard an appeal from an order upholding an award made by the Board of Appeal of the Grain and Feed Trade Association concerning the effect of the Prohibition clause in the GAFTA standard form of contract for delivery on f.o.b. terms of goods from Central and Eastern Europe in bulk or bags, generally known as Gafta 49.
Held: The sellers abandoned their arguments on mitigation. On the remaining issues, the Court affirmed the decision below.
Moore-Bick, Floyd, Chrisopher Clarke LJJ
[2013] EWCA Civ 1628, [2014] 1 Lloyd’s Rep 404
Bailii
England and Wales
Citing:
Appeal from – Bunge Sa v Nidera Bv ComC 29-Jan-2013
The Court was asked: ‘2.1 Is the application of the GAFTA prohibition clause limited to a case where it can be seen after the event that performance of the contract has in fact been prevented by the prohibition in question?
2.2. Does the GAFTA . .

Cited by:
Appeal from – Bunge Sa v Nidera Bv SC 1-Jul-2015
The court considered the effect of the default clause in a standard form of contract which is widely used in the grain trade. On 10 June 2010 the respondents, Nidera BV, whom I shall call ‘the buyers’, entered into a contract with the appellants, . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.518934

Robinson v Harman: 18 Jan 1848

Damages for breach of contract should compensate the victim of the breach for the loss of his contractual bargain. Baron Parke said: ‘The next question is: What damages is the plaintiff entitled to recover? The rule of the common law is, that where a party sustains a loss by reason of a breach of contract, he is, so far as money can do it to be placed in the same situation, with regard to damages as if the contract had been performed.’
Baron Parke
[1848] 1 Exch Rep 850, (1843-60) All ER 383, [1848] EngR 135, (1848) 1 Exch 850, (1848) 154 ER 363
Commonlii
England and Wales
Cited by:
Cited – Husain and Zafar v Bank of Credit and Commerce International SA CA 31-Jan-2002
The appellants challenged the refusal of their claims for stigma damages following the collapse of their former employer.
Held: If a relevant breach of contract is established, and causation, remoteness and mitigation are satisfied, recovery . .
Cited – HM Attorney General v Blake (Jonathan Cape Ltd third Party intervening) HL 3-Aug-2000
Restitutionary Claim against Pofits from Breach
The author had written his book in breach of his duty of confidence. Having signed the Official Secrets Act, he accepted a contractual private law duty. After conviction as a spy, the publication of the book was in breach of the undertaking by not . .
Applied – Surrey County Council and Mole District Council v Bredero Homes Ltd ChD 1992
Land was agreed to be sold for development in accordance with an existing planning permission. Instead a later permission was obtained, and more houses were built. The plaintiff had not sought to restrain or prevent the breach, but now sought . .
Cited – Alfred Mcalpine Construction Limited v Panatown Limited HL 17-Feb-2000
A main contractor who was building not on his own land, would only be free to claim damages from a sub-contractor for defects in the building where the actual owner of the land would not also have had a remedy. Here, the land owner was able to sue . .
Cited – Pegler Ltd v Wang (UK) Ltd TCC 25-Feb-2000
Standard Conract – Wide Exclusions, Apply 1977 Act
The claimant had acquired a computer system from the defendant, which had failed. It was admitted that the contract had been broken, and the court set out to decide the issue of damages.
Held: Even though Wang had been ready to amend one or . .
Cited – Catlin Estates Ltd and Another v Carter Jonas (A Firm) TCC 31-Oct-2005
The defendants had been employed to manage a building project which it was said went wrong. The court had to consider several different factual claims. . .
Cited – Golden Strait Corporation v Nippon Yusen Kubishka Kaisha (‘The Golden Victory’) HL 28-Mar-2007
The claimant sought damages for repudiation of a charterparty. The charterpary had been intended to continue until 2005. The charterer repudiated the contract and that repudiation was accepted, but before the arbitrator could set his award, the Iraq . .
Cited – Transfield Shipping Inc v Mercator Shipping Inc (The Achilleas) HL 9-Jul-2008
The parties contracted to charter the Achileas. The charterer gave notice to terminate the hire, and the owner found a new charterer. Until the termination the charterers sub-chartered. That charter was not completed, delaying the ship for the . .
Cited – Ruxley Electronics and Construction Ltd v Forsyth HL 29-Jun-1995
Damages on Construction not as Agreed
The appellant had contracted to build a swimming pool for the respondent, but, after agreeing to alter the specification to construct it to a certain depth, in fact built it to the original lesser depth, Damages had been awarded to the house owner . .
Cited – Bunge Sa v Nidera Bv SC 1-Jul-2015
The court considered the effect of the default clause in a standard form of contract which is widely used in the grain trade. On 10 June 2010 the respondents, Nidera BV, whom I shall call ‘the buyers’, entered into a contract with the appellants, . .
Cited – Fulton Shipping Inc of Panama v Globalia Business Travel Sau CA 21-Dec-2015
The charter of the ship ‘New Flameno’ was repudiated two years early. The owners sold it, making rather more profit than they would have if sold after the end of the term. The court was now asked how the profit should affect the loss claim on the . .
Cited – Morris-Garner and Another v One Step (Support) Ltd SC 18-Apr-2018
The Court was asked in what circumstances can damages for breach of contract be assessed by reference to the sum that the claimant could hypothetically have received in return for releasing the defendant from the obligation which he failed to . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.180891

Vercoe and Others v Rutland Fund Management Ltd and Others: ChD 5 Mar 2010

Claim in respect of a management buy-in transaction in relation to a company which carried on business as a pawnbroker.
Sales J
[2010] EWHC 424 (Ch), [2010] WLR (D) 68, [2010] Bus LR D141
Bailii, WLRD
England and Wales
Cited by:
Cited – Morris-Garner and Another v One Step (Support) Ltd SC 18-Apr-2018
The Court was asked in what circumstances can damages for breach of contract be assessed by reference to the sum that the claimant could hypothetically have received in return for releasing the defendant from the obligation which he failed to . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.402543

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 purchased and then created a lease back. The underlease contained a covenant not to permit any other fixed price store in the row, and to include similar covenants in any other leases or conveyances. The leaseback contained an appropriate covenant. The defendant were successful at the auction. Their solicitors were refused a reassurance that conveyances of the other shops sold at the auction would comply with the covenant. They refused to complete.
Held: Between exchange and completion, the sellers held the property on trust for the buyers, and had a duty to maintain it in the same conditions as on exchange. That duty did not extend to its management of neighbouring properties, and the defendant was not free to insist upon such covenants or refuse to complete.
Mr Justice Collins Mr Justice Collins
[2005] EWHC 188 (Ch), Times 09-Mar-2005, [2005] 3 All ER 307, [2005] 1 WLR 1961
Bailii
England and Wales
Citing:
Cited – Dowson v Solomon 1859
The defendant had agreed at auction to buy a leasehold house from the trustees for sale under a will. The lease contained a covenant on the lessee to keep the premises insured against fire, with a clause for forfeiture in the event of . .
Cited – Belvedere Court Management Ltd v Frogmore Developments Ltd CA 24-Oct-1995
Landlords had sold flats to Frogmore without serving a section 5 notice under the 1987 Act. Prior to receipt of a purchase notice, Frogmore granted certain leases in the block of flats to another party.
Held: The agreements were upheld, and . .
Cited – Heronsgate Enterprises Ltd v Harman (Chesham) Ltd CA 21-Jan-1993
The court described the duties of a vendor as trustee of the property after exchange but before completion: ‘It is well-established law that, subject always to the terms of the particular contract, a seller of property under a specifically . .
Cited – Shaw v Foster HL 14-Mar-1872
As regards the trusteeship which arises for a vendor of land after exchange of contracts: ‘there cannot be any doubt of the relation subsisting in the eye of a Court of Equity between the vendor and the purchaser. The vendor was a trustee of the . .
Cited – Berkely v Poulett CA 1977
The court discussed the duties of a vendor to the property between exchange and completion: ‘These duties and rights [of a purchaser] arise from the contract of sale and it is because of their existence that the vendor is said to be a constructive . .
Cited – Snook v London and West Riding Investments Ltd CA 1967
Sham requires common intent to create other result
The court considered a claim by a hire-purchase company for the return of a vehicle. The bailee said the agreement was a sham.
Held: The word ‘sham’ should only be used to describe an act or document where the parties have a common intention . .
Cited – Lysaght v Edwards ChD 20-Mar-1876
The testator had agreed to sell a farm, but died before completion.
Held: The farm passed under a devise of ‘all the real estate which at my death might be vested in me as trustee.’ On the making of contract for the purchase of land, the . .
Cited – Egmont v Smith CA 1877
The court discussed the position of a vendor of land between exchange and completion: ‘He is certainly a trustee for the purchaser, a trustee, no doubt, with peculiar duties and liabilities, for it is a fallacy to suppose that every trustee has the . .
Cited – In Re Hamilton-Snowball’s Conveyance 1958
The vendor had received, between contract and completion, compensation for the requisition of the premises.
Held: The vendor under a contract for sale is only a qualified trustee for the purchaser of the premises with vacant possession, . .
Cited – Clarke v Ramuz CA 9-Jul-1891
The vendor was accused of failing to prevent a trespasser removing soil from land between exchange and completion.
Where a vendor under a contract for sale of land keeps possession until completion and payment of the purchase-money, he is in . .
Cited – Rayner v Preston CA 8-Apr-1881
The vendors agreed to sell a house which they had insured against fire risk. The house was damaged by fire after contract but before completion, and the issue was whether the purchaser was entitled to the benefit of the insurance.
Held: . .
Cited – Raffety v Schofield 1897
Duty of vendor of land between exchange and completion to keep property in reasonable state of repair and as it was when contract was made. . .
Cited – Kern Corporation Ltd v Walter Reid Trading Pty Ltd 1987
(High Court of Australia) The court discussed the status of the owner of land between exchange and completion on a sale: ‘it is both inaccurate and misleading to speak of the unpaid vendor under an uncompleted contract as a trustee for the purchaser . .
Cited – Re Lyne-Stephens and Scott-Miller’s Contract CA 1920
A vendor of a house was entitled to retain the benefits of payments from a tenant made between contract and completion, because the vendor had sold the house but not yet also the benefit of the lease. . .
Cited – Musselwhite v CH Musselwhite and Son Ltd ChD 1962
Parties had agreed to transfer shares in a small family company for the payment of a sum of money by way of instalments over a period of time. The agreement provided the transfers of the shares should be executed and that the executed transfers and . .
Cited – In Re Hamilton-Snowball’s Conveyance 1958
The vendor had received, between contract and completion, compensation for the requisition of the premises.
Held: The vendor under a contract for sale is only a qualified trustee for the purchaser of the premises with vacant possession, . .
Cited – Golden Bread Co. v Hemmings 1922
Where there was a contract for the sale of premises together with the goodwill of the business carried on from the premises, there was a duty on the vendor not to let the business lapse, and to inform the purchaser with reasonable promptitude of . .
Cited – 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 . .
Cited – Palmer v Goren 1856
The court considered events where a vendor of leasehold land had failed to maintain the insurance pending completion, and in breach of the lease: ‘It is, in fact, the duty of the vendor so to act that nothing done by him prior to the completion of . .
Cited – Sinclair-Hill v Southcott 1973
There was an unconditional sale of a property to a developer for which the vendor was seeking planning permission. The vendor withdrew his application for planning permission after the contract.
Held: The principle of the vendor’s trusteeship . .
Cited – Abdulla v Shah PC 1959
(From Court of Appeal for Eastern Africa) An Act provided that a contract of sale did not create any interest, but the seller was bound to take as much care of the property as an owner of ordinary prudence would take. This standard was the same as . .

Cited by:
Cited – Nelson v Greening and Sykes (Builders) Ltd CA 18-Dec-2007
The builders had obtained a charging order for the costs awarded to them in extensive litigation, and a third party costs order but without the third party having opportunity to test the bill delivered. They had agreed to sell land to the defendant, . .
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 . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.223104

Lysaght v Edwards: ChD 20 Mar 1876

The testator had agreed to sell a farm, but died before completion.
Held: The farm passed under a devise of ‘all the real estate which at my death might be vested in me as trustee.’ On the making of contract for the purchase of land, the purchaser acquired an immediate equitable interest in the land.
The court discussed the equitable doctrine of conversion: ‘It appears to me that the effect of a contract for sale has been settled for more than two centuries; certainly it was completely settled before the time of Lord Hardwicke, who speaks of the settled doctrine of the Court as to it. What is that doctrine? It is that the moment you have a valid contract for sale the vendor becomes in equity a trustee for the purchaser of the estate sold, and the beneficial ownership passes to the purchaser, the vendor having a right to the purchase-money, a charge or lien on the estate for the security of that purchase-money, and a right to retain possession of the estate until the purchase-money is paid, in the absence of express contract as to the time of delivering possession’. But the trusteeship is not an ordinary trusteeship. ‘It must, therefore, be considered to be established that the vendor is a constructive trustee for the purchaser of the estate from the moment the contract is entered into.’
Sir George Jessel MR
(1876) 2 Ch D 449, [1876] UKLawRpCh 123
Commonlii
England and Wales
Cited by:
Cited – Jerome v Kelly (HM Inspector of Taxes) CA 20-Dec-2002
The taxpayer had contracted for the disposal of land in three tranches. The later sales were by a Bahamian company to whom the land was assigned subject to the contract.
Held: The later sales were under the original contract. That contract . .
Cited – Jerome v Kelly (Her Majesty’s Inspector of Taxes) HL 13-May-2004
In 1987, trustees holding land for various beneficiaries in undivided shares entered into a contract to sell it to a purchaser. In 1989 Mr and Mrs Jerome, who were absolutely entitled to interests in the land, assigned part of their beneficial . .
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 – 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 . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.196884

Goknur Gida Maddeleri Enerji Imalat Ithalat Ihracat Ticaret Ve Sanati AS (Goknur) v Organic Village Ltd: QBD 12 Aug 2019

Mr Martin Chamberlain QC
[2019] EWHC 2201 (QB)
Bailii
England and Wales
Cited by:
Appeal from – Goknur v Aytacli CA 13-Jul-2021
Third Party Costs – Director of Insolvent Company
(Organic Village) The Court considered the circumstances Limited in which a director and shareholder of an insolvent company may be personally liable for some or all of that company’s costs liabilities incurred in unsuccessful litigation, pursuant . .

These lists may be incomplete.
Updated: 16 July 2021; Ref: scu.642124

Threlfall v ECD Insight Ltd and Another: CA 29 Oct 2013

Richards, Tomlinson, Lewison LJJ
[2013] EWCA Civ 1444
Bailii
England and Wales
Citing:
Appeal from – Threlfall v ECD Insight Ltd and Another QBD 17-Dec-2012
. .

Cited by:
Cited – Goknur v Aytacli CA 13-Jul-2021
Third Party Costs – Director of Insolvent Company
(Organic Village) The Court considered the circumstances Limited in which a director and shareholder of an insolvent company may be personally liable for some or all of that company’s costs liabilities incurred in unsuccessful litigation, pursuant . .

These lists may be incomplete.
Updated: 16 July 2021; Ref: scu.518310

A and J Inglis v Buttery and Co: CA 1877

Surrounding circumstances are not admissible for any purpose of finding out which words the parties intended to use rather than did use in their contract. Lord Justice Clerk Moncreiff said that in all mercantile contracts ‘whether they be clear and distinct or the reverse, the Court is entitled to be placed in the position in which the parties stood before they signed.’
Lord Gifford (dissenting) said: ‘Now, I think it is quite fixed – and no more wholesome or salutary rule relative to written contracts can be devised – that where parties agree to embody, and do actually embody, their contract in a formal written deed, then in determining what the contract really was and really meant, a Court must look to the formal deed and to that deed alone. This is only carrying out the will of the parties. The only meaning of adjusting a formal contract is, that the formal contract shall supersede all loose and preliminary negotiations – that there shall be no room for misunderstandings which may often arise, and which do constantly arise, in the course of long, and it may be desultory conversations, or in the course of correspondence or negotiations during which the parties are often widely at issue as to what they will insist on and what they will concede. The very purpose of a formal contract is to put an end to the disputes which would inevitably arise if the matter were left upon verbal negotiations or upon mixed communings partly consisting of letters and partly of conversations. The written contract is that which is to be appealed to by both parties, however different it may be from their previous demands or stipulations, whether contained in letters or in verbal conversation. There can be no doubt that this is the general rule, and I think the general rule, strictly and with peculiar appropriateness applies to the present case.’
Lord Justice Clerk Moncreiff
(1877) 5 R 58
England and Wales
Cited by:
Appeal from – A and J Inglis v Buttery and Co HL 1878
The presumption is that a contract document expresses all the terms in the contract with the effect that the court will only look to the document ‘in determining what the contract really was and what it really meant. Lord Blackburn preferred the . .
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.374671

Countess of Rutland’s Case: 1604

Popham CJ said: ‘it would be inconvenient, that matters in writing made by advice and on consideration, and which finally import the certain truth of the agreement of the parties should be controlled by averment of the parties to be proved by the uncertain testimony of slippery memory.’
Popham CJ
(1604) 5 Co Rep 25, [1572] EngR 423, (1572-1616) 5 Co Rep 25, (1572) 77 ER 89
Commonlii
England and Wales
Citing:
See Also – The Countess of Rutland’s Case 1572
. .
See Also – Isabel Countess of Rutland’s Case 1572
. .

Cited by:
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
See Also – The Countess of Rutland’s Case 1572
. .
See Also – Elizabeth Countess of Rutland v Isabel Countess of Rutland 1653
. .
See Also – The Countess of Rutlands Case 1669
. .
See Also – The Countess of Rutland’s Case 1793
. .
See Also – Elizabeth Countess of Rutland v Isabel Countess of Rutland 1653
. .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.374674

Jumbo King Ltd v Faithful Properties Ltd: 2 Dec 1999

(Court of Final Appeal of Hong Kong)
Chief Justice Li, Mr Justice Litton PJ, Mr Justice Ching PJ, Mr Justice Nazareth NPJ and Lord Hoffmann NPJ
(1999) 2 HKCFAR 279
HKLII
England and Wales
Cited by:
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.374673

Shore v Wilson: 1842

Parke B said: ‘In the first place, there is no doubt that not only where the language of the instrument is such as the Court does not understand, it is competent to receive evidence of the proper meaning of that language, as when it is written in a foreign tongue; but it is also competent, where technical words or peculiar terms, or indeed any expressions are used, which at the time the instrument was written had acquired an appropriate meaning, either generally or by local usage, or amongst particular classes . This description of evidence is admissible, in order to enable the Court to understand the meaning of the words contained in the instrument itself, by themselves, and without reference to the extrinsic facts on which the instrument is intended to operate. For the purpose of applying the instrument to the facts, and determining what passes by it, and who take an interest under it, a second description of evidence is admissible, viz. every material fact that will enable the Court to identify the person or tiling mentioned in the instrument, and to place the Court, whose province it is to declare the meaning of the words of the instrument, as near as may be in the situation of the parties to it.’
and ‘ From the context of the instrument, and from these two descriptions of evidence, with such circumstances as by law the Court, without evidence, may of itself notice, it is its duty to construe and apply the words of that instrument; and no extrinsic evidence of the intention of the party to the deed, from his declarations, whether at the time of his executing the instrument, or before or after that time, is admissible; the duty of the Court being to declare the meaning of what is written in the instrument, not of what was intended to have been written.’
Parke B
(1842) 9 CI and Fin 355, [1842] EngR 950, (1839,1842) 9 Cl and Fin 355, (1842) 8 ER 450
Commonlii
England and Wales
Cited by:
Cited – F L Schuler AG v Wickman Machine Tools Sales Limited HL 4-Apr-1973
The parties entered an agreement to distribute and sell goods in the UK. They disagreed as to the meaning of a term governing the termination of the distributorship.
Held: The court can not take into account the post-contractual conduct or . .
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
Cited – Gouriet v Union of Post Office Workers HL 26-Jul-1977
The claimant sought an injunction to prevent the respondent Trades Union calling on its members to boycott mail to South Africa. The respondents challenged the ability of the court to make such an order.
Held: The wide wording of the statute . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.251075

Partenreedesei Karen Oltmann v Scarsdale Shipping Co Ltd (The Karen Oltmann): 1976

The parties disputed the application of the word ‘after’ in a break-clause in a charter party which provided that ‘Charterers to have the option to redeliver the vessel after 12 months’ trading subject giving 3 months’ notice’. By their negotiations the parties had shown a clear intention to treat the word ‘after’ in the sense of ‘on the expiry of’ and not ‘at any time after the expiry of’. Counsel for the owners had sought general liberty to refer to the parties’ negotiations by reason of the ambiguity of the contract.
Held: Applying Prenn v Simmonds the court rejected this argument, and also an attempt to make the same point by way of estoppel by representation. The court was unable to discern any distinct representation to that effect.
Kerr J said: ‘ Take Prenn v Simmonds [1971] 1 WLR 1381 as an example. The issue in that case was whether the reference to profits in the contract meant the profits of the holding company only or the consolidated profits of the whole group. If in the course of the negotiations one party had made anything in the nature of a representation to the other to the effect that references to profits were to be taken in one of the senses and not in the other, and the other party had thereupon negotiated on this basis, then extrinsic evidence to establish this representation would in my view be clearly admissible. Similarly, if it had been contended that the parties had conducted their negotiations on an agreed basis that the word ‘profits’ was used in one sense only, although in the contract it was capable of having two senses, and the contract had been executed on that basis, then I do not think that the court would be precluded by authority from admitting extrinsic evidence to see whether or not this agreed basis could be established. Both these situations would be a long way from the attempts made in Prenn v Simmonds and Arrale v Costain [1976] Lloyds Rep 98, to adduce extrinsic evidence to try to persuade the court that one interpretation of the contract was in all the circumstances to be preferred to the other. I think that in such cases the principle can be stated as follows. If the contract contains words which , in their context, are fairly capable of bearing more than one meaning, and if it is alleged that the parties have in effect negotiated on an agreed basis that the words bore only one of the two possible meanings, then it is permissible for the Court to examine the extrinsic evidence relied upon to see whether the parties have in fact used the words in question in one sense only, so that they have in effect given their own dictionary meaning to the words as the result of their common intention. Such cases would not support a claim for rectification of the contract, because the choice of words in the contract would not result from any mistake. The words used in the contract would ex hypothesi reflect the meaning which both parties intended.’ and ‘However, on the basis that the word ‘after’ in cl.26 is capable of bearing two meanings as a matter of construction, I do not think that there is any authority precluding the Court from examining the pre- charter-party exchanges in order to see whether the owners can make good their contention that the parties were in agreement in using this word in only one of its two senses, and having in effect both given it the same dictionary meaning to the exclusion of the other meaning. Having then considered the pre-charter-party exchanges on this basis I fined that this contention is established. In these circumstances it seems to me that the charterers cannot now depart from this common meaning by asserting that this word has the opposite meaning in the charter-party.’
Kerr J
[1976] 2 Lloyds Rep 708
England and Wales
Citing:
Applied – Prenn v Simmonds HL 1971
Backgroun Used to Construe Commercial Contract
Commercial contracts are to be construed in the light of all the background information which could reasonably have been expected to have been available to the parties in order to ascertain what would objectively have been understood to be their . .

Cited by:
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Another ChD 2-Mar-2007
The claimants had entered into an agreement with the defendant house-builder for the development of a site which the claimants had recently acquired. The structure of the agreement was that the developer would obtain planning permission and, under . .
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 – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.251165

McIntyre v Crossley Brothers Limited: HL 1895

Lord Herschell spoke of what was to be looked for when a contract was to be construed: ‘But there is no such thing, as seems to have been argued here, as looking at the substance, apart from looking at the language which the parties have used. It is only by a study of the whole of the language that the substance can be ascertained.’
Lord Herschell
[1895] AC 457
England and Wales

Updated: 15 July 2021; Ref: scu.242531

Bratton Seymour Service Co Ltd v Oxborough: CA 1992

The company was set up to acquire and manage a property divided into flats which also included ‘amenity areas’ (tennis courts, swimming pool, gardens). It was argued that there should be implied into the articles of association an obligation on the part of each flat owner/member to contribute to the expenses of maintaining the amenity areas. The implication was said to be derived from the circumstances in which the property was acquired and the terms of the conveyance to the company.
Held: Such background facts were not admissible to construe the meaning of the articles. The court emphasised both the unusual nature of the contract between members of a company constituted by Articles of Association of the company and the very limited assistance which extrinsic evidence of surrounding circumstances can provide in construing the Articles. In construing the articles of association of the management company of a building divided into flats, background facts which would have been known to all the signatories were inadmissible because the articles should be regarded as addressed to anyone who read the register of companies, including persons who would have known nothing of the facts in question.
[1992] BCLC 693
England and Wales
Cited by:
Cited – Rose v Lynx Express Ltd. and Bridgepoint Capital (Nominees) Ltd CA 7-Apr-2004
In an request for pre-action discovery it was plainly wrong for the court to seek to decide in advance any element of the virtues of the case.
Held: The appeal should be allowed. The case was arguable and should be allowed to proceed.
Cited – Bermuda Cablevision Limited and others v Colica Trust Company Limited PC 6-Oct-1997
(Bermuda) An alternative remedy to winding up is available to a shareholder where oppressive conduct is alleged, though the main thrust is that the conduct is unlawful. . .
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
Cited – Attorney General of Belize and others v Belize Telecom Ltd and Another PC 18-Mar-2009
(Belize) A company had been formed to manage telecommunications in Belize. The parties disputed the interpretation of its articles. Shares had been sold, but the company was structured so as to leave a degree of control with the government. It was . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.196551

KPMG Llp v Network Rail Infrastructure Ltd: CA 27 Apr 2007

The parties disputed the interpretation of a break clause in their lease. Carnwath LJ said that courts should not readily accept that parties have made mistakes in formal documents: ‘correction of mistakes by construction’ is not a separate branch of the law, a summary version of an action for rectification. Carnwath LJ said: ‘Both in the judgment, and in the arguments before us, there was a tendency to deal separately with correction of mistakes and construing the paragraph ‘as it stands’, as though they were distinct exercises. In my view, they are simply aspects of the single task of interpreting the agreement in its context, in order to get as close as possible to the meaning which the parties intended.’
Carnwath LJ
[2007] EWCA Civ 363, [2007] Bus LR 1336
Bailii
England and Wales
Citing:
Approved – East v Pantiles Plant Hire Ltd CA 1981
The court considered the circumstances under which rectification could properly be ordered in respect of a deed. Brightman LJ said: ‘It is clear on the authorities that a mistake in a written instrument can, in certain limited circumstances, be . .
Appeal from – KPMG Llp v Network Rail Infrastructure Ltd ChD 31-Jan-2006
. .

Cited by:
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
Cited – Thompson v Bee and Another CA 20-Nov-2009
The parties disputed the extent and nature of the use allowed for an unregistered but express right of way. The track had been obtained by use for agriculture. The dominant owner appealed against a finding that it was limited to agricultural use, . .
Cited – Campbell v Daejan Properties Ltd CA 20-Nov-2012
The tenant appealed against an order requiring the amendment of what was found to be an obvious error in the lease as to the responsibility of the lessor to make repairs to certain walls and rooves, and the apportionment of liability for payment of . .
Cited – Pink Floyd Music Ltd and Another v EMI Records Ltd CA 14-Dec-2010
The defendant appealed against an order made on the claimant’s assertion that there were due to it substantial underpayments of royalties over many years. The issues were as to the construction of licensing agreements particularly in the context of . .
Cited – Salvage Wharf Ltd and Another v G and S Brough Ltd CA 29-Jan-2009
The claimant had agreed with a developer in 1999 to allow a development which would have a minor affect on his light. The developer later extended the development, to increase the interference with the right to light, relying on the earlier . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.251528

Direct Travel Insurance v McGeown: CA 12 Nov 2003

The contra proferentem interpretation rule is to be invoked only in cases of genuine doubt or ambiguity. Auld LJ said: ‘A court should be wary of starting its analysis by finding an ambiguity by reference to the words in question looked at on their own. And it should not, in any event, on such a finding, move straight to the contra proferentem rule without first looking at the context and, where appropriate, permissible aids to identifying the purpose of the commercial document of which the words form part. Too early recourse to the contra proferentem rule runs the danger of ‘creating’ an ambiguity where there is none’.
Auld, Mummery, Keene LJJ
[2003] EWCA Civ 1606, [2004] 1 All ER (Comm) 609
Bailii
England and Wales
Cited by:
Cited – AJ Building and Plastering Ltd v Turner and Others QBD 11-Mar-2013
An insurance company had engaged a main contractor to handle repairs to houses insured under its policies. The contractor had engaged the claimant subcontractor to carry out the works at the defendants’ homes, but then went into insolvent . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.188127

River Wear Commissioners v Adamson: HL 1877

It was not necessary for there to be an ambiguity in a statutory provision for a court to be allowed to look at the surrounding circumstances.
As to the Golden Rule of interpretation: ‘It is to be borne in mind that the office of the judge is not to legislate, but to declare the expressed intention of the legislature even if that expressed intention appeared to the court to be injudicious; and I believe that it is not disputed that what Lord Wensleydale used to call the Golden rule is right viz. that we are to take the whole statute together and construe it all together, giving the words their ordinary significance unless when so applied they produce an inconsistency or an absurdity or inconvenience so great as to convince the court that the intention could not have been to use them in their ordinary signification and to justify the court in putting on them some other significance which though less proper is one which the court thinks the words will bear.’
Lord Blackburn said: ‘I shall . . state, as precisely as I can, what I understand from the decided cases to be the principles on which the courts of law act in construing instruments in writing; and a statute is an instrument in writing. In all cases the object is to see what is the intention expressed by the words used. But, from the imperfection of language, it is impossible to know what that intention is without inquiring farther, and seeing what the circumstances were with reference to which the words were used, and what was the object, appearing from those circumstances, which the person using them had in view; for the meaning of words varies according to the circumstances with respect to which they were used.’ and
‘But it is to be borne in mind that the office of Judges is not to legislate, but to declare the expressed intention of the Legislature, even if that intention appears to the Court injudicious; and I believe that it is not disputed that what Lord Wensleydale used to call the golden rule is right, viz., that we are to take the whole statute together, and construe it all together, giving the words their ordinary signification, unless when so applied they produce an inconsistency, or an absurdity or inconvenience so great as to convince the Court that the intention could not have been to use them in their ordinary signification, and to justify the Court in putting on them some other signification which, though less proper, is one which the Court thinks the words will bear.’
Lord Blackburn
(1877) 2 App Cas 743
England and Wales
Cited by:
Cited – Westminster City Council v National Asylum Support Service HL 17-Oct-2002
The applicant sought assistance from the local authority. He suffered from spinal myeloma, was destitute and an asylum seeker.
Held: Although the Act had withdrawn the obligation to provide assistance for many asylum seekers, those who were . .
Cited – Regina v Z (Attorney General for Northern Ireland’s Reference) HL 19-May-2005
The defendants appealed their convictions for being members of proscribed organisations. They were members of the ‘Real IRA’, but only the IRA was actually proscribed.
Held: The appeals failed. In construing an Act of Parliament it may be of . .
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
Cited – Power v Provincial Insurance CA 18-Feb-1997
The insured had failed to disclose an earlier drink driving conviction on applying for insurance over five years later. The insurers refused cover on an accident. The plaintiff said that the conviction was spent under the 1974 Act. The endorsement . .
Cited – Yarl’s Wood Immigration Ltd and Others v Bedfordshire Police Authority CA 23-Oct-2009
The claimant sought to recover the costs of damage to their centre following a riot, saying that under the 1886 Act, they were liable. It appealed against a ruling that they were unable to claim as a public authority, saying that the 1886 Act was . .
Examined – Great Western Railway Co v Mostyn (Owners) HL 1928
The House considered the application of a case precedent where they had been uunable to extract a binding ratio decidendi.
Held: A ratio decidendi cannot be created by aggregating views of minority judges and views of majority judges to secure . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.187446

Viscount Tredegar v Harwood: HL 1929

Landlord’s reserved right to approve insurer

A covenant in the lease required the lessee to insure the premises with a nominated insurer or another insurer approved by the lessor. The lessor refused to approve a responsible and reputable insurer because of his wish that all tenants insure with the same insurer (for convenience in the event of a claim by more than one tenant). The House was asked as to the ambit of the rights of the lessor under the covenant.
Held: The refusal was reasonable. The lessor had an absolute right to refuse his approval to an alternative office without giving reasons, and thus could take into account the administrative convenience to him as the lessor of a large number of properties of dealing with a single insurance office. One ‘should read reasonableness in the general sense’.
Viscount Dunedin, Lord Phillimore
[1929] AC 72
England and Wales
Citing:
Limited (obiter) – Houlder Brothers and Co Ltd v Gibbs CA 1925
The landlord owned two adjoining commercial properties. The tenant of one proposed to assign the lease to the tenant of the adjoining property. The landlord refused consent on the ground that if the assignment went ahead, it was likely that the . .

Cited by:
Mentioned – Ashworth Frazer Limited v Gloucester City Council HL 8-Nov-2001
A lease contained a covenant against assignment without the Landlord’s consent, such consent not to be unreasonably withheld. The tenant asserted, pace Killick, that the landlord could not refuse consent on the grounds that the proposed tenant might . .
Cited – Ashworth Frazer Ltd v Gloucester City Council CA 3-Feb-2000
A landlord could not refuse to consent to an assignment because of a belief, even if reasonably based, that the intended use by the prospective assignee would be a breach of covenant under the lease. That did not mean that a landlord could not after . .
Cited – Lymington Marina Ltd v MacNamara and others CA 2-Mar-2007
A share in a marina had been inherited by one brother whose application to grant successive sub-lcences of it to the other two was rejected by the marina, who said that this was not permitted. The marina appealed a finding that it had to make its . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.187993

East v Pantiles Plant Hire Ltd: CA 1981

The court considered the circumstances under which rectification could properly be ordered in respect of a deed. Brightman LJ said: ‘It is clear on the authorities that a mistake in a written instrument can, in certain limited circumstances, be corrected as a matter of construction without obtaining a decree in an action for rectification. Two conditions must be satisfied: first, there must be a clear mistake on the face of the instrument; secondly, it must be clear what correction ought to be made in order to cure the mistake. If those conditions are satisfied, then the correction is made as a matter of construction. If they are not satisfied then either the claimant must pursue an action for rectification or he must leave it to a court of construction to reach what answer it can on the basis that the uncorrected wording represents the manner in which the parties decided to express their intention. In Snell’s Principles of Equity 27th ed p 611 the principle of rectification by construction is said to apply only to obvious clerical blunders or grammatical mistakes. I agree with that approach. Perhaps it might be summarised by saying that the principle applies where a reader with sufficient experience of the sort of document in issue would inevitably say to himself, ‘Of course X is a mistake for Y’.’
Brightman, Lawton and Oliver LJJ
[1982] 2 EGLR 111, (1981) 263 EG 61
England and Wales
Cited by:
Cited – JIS (1974) Ltd v MCP Investment Nominees I Ltd CA 9-Apr-2003
The parties agreed for a lease to be granted of a new building. Part had been intended to be excluded for shops, but permission was not obtained, the shops area was included and leased back. When the tenants sought to determine the lease, the . .
Cited – Littman and Another v Aspen Oil (Broking) Ltd CA 19-Dec-2005
A lease had been granted with a break clause, which the tenant exercised. The Landlord said it had not complied with its obligations and was not free to exercise that clause. The clause had included the word ‘landlord’ where it should have read . .
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
Approved – KPMG Llp v Network Rail Infrastructure Ltd CA 27-Apr-2007
The parties disputed the interpretation of a break clause in their lease. Carnwath LJ said that courts should not readily accept that parties have made mistakes in formal documents: ‘correction of mistakes by construction’ is not a separate branch . .
Cited – Campbell v Daejan Properties Ltd CA 20-Nov-2012
The tenant appealed against an order requiring the amendment of what was found to be an obvious error in the lease as to the responsibility of the lessor to make repairs to certain walls and rooves, and the apportionment of liability for payment of . .
Cited – Pink Floyd Music Ltd and Another v EMI Records Ltd CA 14-Dec-2010
The defendant appealed against an order made on the claimant’s assertion that there were due to it substantial underpayments of royalties over many years. The issues were as to the construction of licensing agreements particularly in the context of . .

These lists may be incomplete.
Updated: 15 July 2021; Ref: scu.184537

Clough Mill Ltd v Martin: CA 1984

The plaintiff had supplied yarn to a company H on terms that the goods were to remain its property until paid for in full, although H was granted the power to sell the goods or use them for the purpose of manufacturing products. The terms also provided that if any payment were overdue the plaintiff could recover or resell the goods and enter H’s premises for that purpose. When the defendant was appointed receiver of H the plaintiff informed him that it wished to repossess the unused yarn and asked to be allowed to collect it. The defendant refused on the grounds that the retention of title clause amounted to a charge to secure payment and was void for non-registration.
Held: Property in the yarn had not passed to H, which could not therefore have created a charge in favour of the plaintiff. Robert Goff LJ, and to a lesser extent Oliver LJ, assumed that the contract under which the yarn had been supplied was a contract for the sale of goods to which the Sale of Goods Act applied.
Sir John Donaldson MR, Oliver and Robert Goff LJJ
[1985] 1 WLR 111, (1984) 128 SJ 850, [1984] 3 All ER 962, (1985) 82 LS Gaz 116
England and Wales
Citing:
Appeal from – Clough Mill Ltd v Martin 1984
. .

Cited by:
Cited – PST Energy 7 Shipping Llc Product Shipping and Trading SA v OW Bunker Malta Ltd and Others CA 22-Oct-2015
The oil owners had contracted for its transport with OWBM aboard Res Cogitans under standard terms which would allow the captain to use the oil for navigation before transfer of the title in the oil. The court was now asked whether the agreement . .

These lists may be incomplete.
Updated: 14 July 2021; Ref: scu.617854

Medsted Associates Ltd v Canaccord Genuity Wealth (International) Ltd: ComC 6 Nov 2020

Assessment of the damages (if any) payable by the Defendant to the Claimant on a claim that the Claimant introduced clients to the Defendant on terms that, if the Defendant did business with them, it would pay the Claimant, but the Defendant in fact did business with those introduced clients without disclosing that to the Claimant, and without making the promised payments.
Nicholas Vineall QC sitting as a Deputy High Court Judge
[2020] EWHC 2952 (Comm)
Bailii
England and Wales

Updated: 14 July 2021; Ref: scu.657580

Pioneer Freight Futures Company Ltd v TMT Asia Ltd: ComC 21 Jul 2011

Gloster J DBE
[2011] EWHC 1888 (Comm), [2011] 2 Lloyd’s Rep 565, [2011] 2 CLC 225
Bailii
England and Wales
Citing:
Cited – Lomas (Administrators of Lehman Brothers International (Europe)) v JFB Firth Rixson Inc and Others ChD 21-Dec-2010
Interest swap counterparties withheld payments due to Lehman Brothers International (Europe) in reliance on a provision of an ISDA Master Agreement that a party’s payment obligations were subject to the condition precedent that there was no . .
See Also – Pioneer Freight Futures Company Ltd v TMT Asia Ltd ComC 1-Apr-2011
. .

These lists may be incomplete.
Updated: 14 July 2021; Ref: scu.443316

Hick v Raymond and Reid: HL 1893

The House was asked whether the consignee of a cargo was in breach of a contractual obligation to discharge the relevant vessel within a reasonable time, that is to say, a single obligation to do something within a reasonable time, rather than an obligation to do a number of things, where there was a single cause of delay, namely a strike of dockworkers, over which the consignee had no control and the effect of which, while it lasted, was to prevent totally performance of the obligation.
Held: Lord Herschell: ‘The bills of lading in the present case contained no such stipulation [as to time for performance], and, therefore, in accordance with ordinary and well-known principles the obligation of the respondents was that they should take discharge of the cargo within a reasonable time. The question is, has the appellant proved that this reasonable time has been exceeded? This depends upon what circumstances may be taken into consideration in determining whether more than a reasonable time was occupied . . The appellant’s contention is, that inasmuch as the obligation to take discharge of the cargo, and to provide the necessary labour for that purpose, rested upon the respondents, the test is what time would have been required for the discharge of the vessel under ordinary circumstances, and that, inasmuch as they have to provide the labour, they must be responsible if the discharge is delayed beyond that period. The respondents on the other hand contend that the question is not what time would have been necessary or what time would have been reasonable under ordinary circumstances, but what time was reasonable under existing circumstances, assuming that, in so far as the existing circumstances were extraordinary, they were not due to any act or default on the part of the respondents. My Lords, there appears to me to be no direct authority upon the point, although there are judgments bearing on the subject to which I will presently call attention. I would observe, in the first place, that there is of course no such thing as a reasonable time in the abstract. It must always depend upon circumstances. Upon ‘the ordinary circumstances’ say the learned counsel for the appellant. But what may without impropriety be termed the ordinary circumstances differ in particular ports at different times of the year. As regards the practicability of discharging a vessel they may differ in summer and winter. Again, weather increasing the difficulty of, though not preventing, the discharge of a vessel may continue for so long a period that it may justly be termed extraordinary. Could it be contended that in so far as it lasted beyond the ordinary period the delay caused by it was to be excluded in determining whether the cargo had been discharged within a reasonable time? It appears to me that the appellant’s contention would involve constant difficulty and dispute, and that the only sound principle is that the ‘reasonable time’ should depend on the circumstances which actually exist. If the cargo has been taken with all reasonable despatch under those circumstances I think the obligation of the consignee has been fulfilled. When I say the circumstances which actually exist, I, of course, imply that those circumstances, in so far as they involve delay, have not been caused or contributed to by the consignee. I think the balance of authority, both as regards the cases which relate to contracts by a consignee to take discharge, and those in which the question what is a reasonable time has had to be answered when analogous obligations were under consideration, is distinctly in favour of the view taken by the Court below.’ Lord Watson: ‘When the language of a contract does not expressly, or by necessary implication, fix any time for the performance of the contractual obligation, the law implies that it shall be performed within a reasonable time. The rule is of general application, and is not confined to contracts for the carriage of goods by sea. In the case of other contracts the condition of reasonable time has been frequently interpreted; and has invariably been held to mean that the party upon whom it is incumbent duly fulfils his obligation, notwithstanding protracted delay, so long as such delay is attributable to causes beyond his control, and he has neither acted negligently nor unreasonably.’
Lord Watson said: ‘When the language of a contract does not expressly, or by necessary implication, fix any time for the performance of a contractual obligation, the law implies that it shall be performed within a reasonable time. The rule is of general application, and is not confined to contracts for the carriage of goods by sea. In the case of other contracts the condition of reasonable time has been frequently interpreted; and has invariably been held to mean that the party upon whom it is incumbent duly fulfils his obligation, notwithstanding protracted delay, so long as such delay is attributable to causes beyond his control, and he has neither acted negligently nor unreasonably.’
Lord Herschell LC
[1893] AC 22
England and Wales
Cited by:
Cited – Astea (UK) Ltd v Time Group Ltd TCC 9-Apr-2003
The question of whether a reasonable time has been exceeded in performance of a contract is ‘a broad consideration, with the benefit of hindsight, and viewed from the time at which one party contends that a reasonable time for performance has been . .
Cited – Peregrine Systems Ltd v Steria Ltd CA 14-Mar-2005
The claimant provided computer software to the defendants. The defendants appealed dismissal of their defences arguing that the system had failed.
Held: No repudiatory breach was established, and moreover Steria had elected to affirm the . .
Cited – Shawton Engineering Ltd v Dgp International Ltd (T/A Design Group Partnership) and Another CA 18-Nov-2005
There had been a very substantial construction project, in which certain facets of design were sub-contracted and sub-contracted again to the parties. There were substantial delays and a sub-contractor purported to terminate the contract for failing . .
Cited – Coulson v Newsgroup Newspapers Ltd QBD 21-Dec-2011
coulson_NIQBD2011
The claimant had been employed by the defendant as editor of a newspaper. On leaving they entered into an agreement which the claimant said required the defendant to pay his legal costs in any action arising regarding his editorship. The defendant . .

These lists may be incomplete.
Updated: 12 July 2021; Ref: scu.223517

Kiriri Cotton Co Ltd v Dewani: PC 1 Dec 1959

(Eastern Africa) A premium had been paid in consideration of the grant of a sub-lease of property contrary to the provisions of an ordinance. Restitution was ordered because payment had been made pursuant to a contractual obligation rendered void by statute. The action was ‘for restitution of money which the defendant has received but which the law says he ought to return to the plaintiff.’ He further said that ‘all the particular heads of money had and received, such as money paid under a mistake of fact, paid under a consideration that has wholly failed, money paid by one who is not in pari delicto with the defendant, are only instances where the law says the money ought to be returned.’ Lord Denning set out the exception to the rule regarding restitution of money paid under a mistake where there is ‘something more’ in addition to the mistake of law such as something in the defendant’s conduct which shows that he was the one who was primarily responsible for the mistake.
As an exception to the general rule of law, the fact that a transaction is illegal does not disbar a person whom the legislation is intended to protect from recovering money paid over in pursuance of the transaction.
It does not lie in the mouth of a party to an illegal contract to claim that he was unaware of the law relating to the illegality to which he is particeps criminis. However, the maxim does not mean that everybody is presumed to know the law. The true proposition means that no man can excuse himself from doing his duty by saying he did not know the law on the matter.
Lord Denning
[1960] AC 192, [1959] UKPC 27, [1960] 2 WLR 127, [1960] 1 All ER 177
Bailii
Commonwealth
Cited by:
Cited – Kleinwort Benson Ltd v Lincoln City Council etc HL 29-Jul-1998
Right of Recovery of Money Paid under Mistake
Kleinwort Benson had made payments to a local authority under swap agreements which were thought to be legally enforceable when made. Subsequently, a decision of the House of Lords, (Hazell v. Hammersmith and Fulham) established that such swap . .

These lists may be incomplete.
Updated: 12 July 2021; Ref: scu.236544

Orion Insurance Co v Sphere Drake Insurance: CA 1992

The parties met to negotiate a settlement of the terms of the plaintiff’s withdrawal from a pool insurance scheme. They signed a record of the meeting, but then claimed the record did not amount to a legally binding agreement. The defendants appealed an order in favour of the plaintiffs.
Held: The appeal failed. The judge had been entitled, on the material before him, to conclude that the record was not intended to be legally binding, and had been correct to allow adduction of evidence to show this.
[1992] 1 Lloyd’s Rep 239
England and Wales
Cited by:
Cited – City Connect Management Ltd v Telia International Carrier UK and Another TCC 30-Jul-2004
The parties sought the expenses incurred in negotiating a development contract which failed before the documents were signed. . .

These lists may be incomplete.
Updated: 11 July 2021; Ref: scu.276215

Dry Bulk Handy Holding Inc and Another v Fayette International Holdings Ltd and Another: CA 14 Mar 2013

The court was asked ‘Is a shipowner entitled to demand payment to himself of freight under his bill of lading when that contract stipulates for payment to another party, provided that he makes his demand before the freight has been paid to that other party?’
Held: The direct contractual relationship brought about between the owners and the shippers is inconsistent with the owner’s entitlement to require payment of the contractual remuneration being contingent upon default by a third party.
Pill, Toulson, Tomlinson LJJ
[2013] EWCA Civ 184, [2013] 2 All ER (Comm) 295, [2013] 1 CLC 535, [2013] 1 WLR 3440, [2013] 2 Lloyd’s Rep 38
Bailii
England and Wales

Updated: 09 July 2021; Ref: scu.471734

Hardy v Washington Green Fine Art Publishing Company Ltd: CA 9 Mar 2010

The claimant’s husband had bought a Rolf Harris picture from an art gallery, but left it with them for safe keeping. The gallery was said to have been taken over by the defendants. The painting was noticed to be missing but the claimant was not informed. The art gallery itself was put into administration, and the defendants now denied that the art gallery had been its subsidiary. The court drew an adverse inference from the defendant’s principal to deal with the court directly.
Held: The court had gone further than it should in finding dishonesty in the principal. It had not been alleged against him personally, and could not stand. There was evidence that the stock of the two defendant companies had been mixed, and other works had been returned to the claimant in packaging identifying the defendant. However the evidence together was not sufficient to satisfy the burden which fell on the claimant to establish that the painting had been in the custody of the defendant. The appeal was allowed.
Longmore LJ
[2010] EWCA Civ 198
Bailii
England and Wales
Citing:
Cited – British Railways Board v Herrington HL 16-Feb-1972
Land-owner’s Possible Duty to Trespassers
The plaintiff, a child had gone through a fence onto the railway line, and been badly injured. The Board knew of the broken fence, but argued that they owed no duty to a trespasser.
Held: Whilst a land-owner owes no general duty of care to a . .

These lists may be incomplete.
Updated: 09 July 2021; Ref: scu.402551

Durham Tees Valley Airport Ltd v BMI Baby Ltd and Another: ChD 30 Apr 2009

Davis J
[2009] EWHC 852 (Ch), [2009] 2 Lloyds Rep 246, [2009] 2 All ER (Comm) 1083
Bailii
England and Wales
Cited by:
Appeal from – Durham Tees Valley Airport Ltd v BMIbaby Ltd and Another CA 5-May-2010
Whilst it is correct that damages for breach of contract are assessed on the basis that the party in breach would have performed the contract in the manner least onerous to it, the court will make its counterfactual assessment on the basis that the . .

These lists may be incomplete.
Updated: 09 July 2021; Ref: scu.341798

GKN Centrax Gears Ltd v Matbro Ltd: CA 1976

The court reinforced the distinction between damages in contract for financial losses, and for loss of reputation.
Lord Denning M.R
[1976] 2 Lloyd’s Rep 555
England and Wales
Cited by:
Cited – Malik v Bank of Credit and Commerce International (BCCI); Mahmud v Bank of Credit and Commerce International HL 12-Jun-1997
Allowance of Stigma Damages
The employees claimed damages, saying that the way in which their employer had behaved during their employment had led to continuing losses, ‘stigma damages’ after the termination.
Held: It is an implied term of any contract of employment that . .

These lists may be incomplete.
Updated: 07 July 2021; Ref: scu.182106

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, and sought payment of a fair sum under the 1943 Act.
Held: The defendant had been selected by the claimants because they knew him personally, and his services were extraordinarily inexpensive. They knew that he worked entirley alone. This was a personal contract. His serious illness could not be properly described as a default. Though such a contract might allow some sub-contracting. His personal supervision however remained to be provided, and therefore his illness worked to frustrate the contract, and the defendant was entitled to payment of a just sum for the work he had already undertaken.
Kirkham J
[2010] EWHC 2338 (TCC)
Bailii
Law Reform (Frustrated Contracts) Act 1943 1(3)
England and Wales
Citing:
Cited – Condor v Baron Knights 1966
The plaintiff had contracted with the defendants, but became ill and was unable to complete the contract.
Held: His defence of frustration succeeded. . .
Cited – 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 . .
Cited – Davis Contractors Ltd v Fareham Urban District Council HL 19-Apr-1956
Effect of Contract Frustration
The defendant appellants contended that their construction contract was frustrated because adequate supplies of labour were not available to it because of the war.
Held: The court considered how the frustration of the performance of a contract . .
Cited – 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 . .
Cited – Alan Auld Associates Ltd v Rick Pollard Associates and Another CA 15-May-2008
. .

These lists may be incomplete.
Updated: 05 July 2021; Ref: scu.424984

Standard Chartered Bank v Ceylon Petroleum Corporation: ComC 11 Jul 2011

The parties had entered into financial arrangements intended to protect the defendant against fluctuations in the price of oil. The bank now claimed very substantial sums said to be due under the contracts.
Hamblen J
[2011] EWHC 1785 (Comm)
Bailii
England and Wales
Cited by:
See Also – Standard Chartered Bank v Ceylon Petroleum Corporation ComC 1-Aug-2011
The court considered orders to be made as to post judgment interest after the main judgment in favour of the claimant. . .
Appeal from – Standard Chartered Bank v Ceylon Petroleum Corporation CA 27-Jul-2012
The defendant company appealed against a finding that it was liable to the claimant for payments due under derivative contracts. They argued that transactions were ultra vires since the company was a commercil entity created by statute.
Held: . .

These lists may be incomplete.
Updated: 04 July 2021; Ref: scu.441583

Pioneer Freight Futures Company Ltd v Cosco Bulk Carrier Company Ltd: ComC 5 Jul 2011

The effect of the liquidation of Pioneer in December 2009 was to bring about Automatic Early Termination under a Master Agreement between the parties. In essence, the dispute between the parties is as to whether the closing out or ‘wash-out’ calculations which Pioneer then undertook pursuant to Section 6 of the Master Agreement should or should not include those FFAs where the last Contract Month under each such FFA had passed prior to December 2009.
Flaux J
[2011] EWHC 1692 (Comm), [2011] 2 All ER (Comm) 1079, [2011] 2 Lloyd’s Rep 409, [2011] 2 CLC 184
Bailii
England and Wales

Updated: 04 July 2021; Ref: scu.441450

Hedrich and Another v Standard Bank London Ltd and Another: CA 30 Jul 2008

Wall LJ said: ‘A cigarette packet carries the warning that smoking can kill you. Solicitors’ standard terms of business should carry a warning that litigation can cost you. For litigation is an inherently risky business: there are no certain winners; and very often even the fruits of success are never recovered. This is just such a case. The moral is caveat litigator.’
Lord Justice Ward
[2008] EWCA Civ 905, [2008] Lloyd’s Rep PN 18, [2009] PNLR 3
Bailii
England and Wales
Citing:
Cited – Myers v Elman HL 1939
The solicitor had successfully appealed against an order for a contribution to the other party’s legal costs, after his clerk had filed statements in court which he knew to be misleading. The solicitor’s appeal had been successful.
Held: The . .

These lists may be incomplete.
Updated: 01 July 2021; Ref: scu.271260

Broadcasting Investment Group Ltd and Others v Smith and Another: CA 18 Jun 2021

Appeal and cross-appeal concerned with the scope and effect of the rule in Prudential Assurance Co Ltd v Newman Industries Ltd (No 2) [1982] Ch 204 (‘Prudential’) as explained by the Supreme Court in Sevilleja v Marex Financial Limited [2020] 3 WLR 255, and the effect of the rule in Prudential when taken together with the Contract (Rights of Third Parties) Act 1999, in respect of a contract that benefits a company, but to which the company is not a party.
Lady Justice Asplin
[2021] EWCA Civ 912, [2021] WLR(D) 349
Bailii, WLRD
England and Wales

Updated: 01 July 2021; Ref: scu.663398

Stevenson v Nationwide Building Society: 1984

The purchaser bought a property spanning a small river. The lender’s valuer disclaimed any liabillity to the buyer, and a structural report was offered for an additional charge. The property was not sound.
Held: The valuation was negligent, and the defendant lender would be vicariously liable unless liability had been excluded. In the absence of some other estoppel, the exclusion term had to pass the test of reasonableness under the Act. Given that the purchaser was himself an estate agent and properly experienced in such matters, the exclusion clause was reasonable.
J Wilmers QC
(1984) 272 EG 663
Unfair Contract Terms Act 1977
England and Wales

Updated: 28 June 2021; Ref: scu.219192

Ali v Petroleum Company of Trinidad and Tobago (Trinidad and Tobago): PC 13 Feb 2017

(Trinidad and Tobago) The Board considered the test for when the implication of a contractual term was necessary.
Held: The defendant would not have chosen the claimant for redundancy if he had not accepted voluntary redundancy. The term properly to be implied into the contract was that the defendant would not act to prevent the claimant from completing five years of service, unless the claimant was in repudiatory breach of contract. They had done nothing to prevent the claimant from completing his five year period and they were not in breach of contract.
Lord Sumption JSC in argument in set the test as ”being that a term can only be implied if, without the term, the contract would lack commercial or practical coherence’
Lord Hughes said: ‘The concept of necessity must not be watered down. Necessity is not established by showing that the contract would be improved by the addition. The fairness or equity of a suggested implied term is a essential but not a sufficient pre-condition for inclusion.’
Lord Neuberger of Abbotsbury PSC, Lord Kerr of Tonaghmore, Lord Clarke of Stone-cum-Ebony, Lord Carnwath, Lord Hughes JJSC
[2017] UKPC 2, [2017] IRLR 432, [2017] ICR 531, [2017] WLR(D) 110, [2017] Bus LR 784
Bailii, WLRD
England and Wales
Cited by:
Cited – Lehman Brothers International (Europe) v Exotix Partners Llp ChD 9-Sep-2019
The parties had contracted to trade global depository notes issued by the Peruvian government. Each made mistakes as to their true value, thinking them scraps worth a few thousand dollars, whereas their true value was over $8m. On the defendant . .

These lists may be incomplete.
Updated: 28 June 2021; Ref: scu.575376

Taylor v Oakes, Roncoroni and Co: 1922

Greer J said: ‘It is a long established rule of law that a contracting party, who, after he has become entitled to refuse performance of his contractual obligations, gives a wrong reason for his refusal, does not thereby deprive himself of a justification which in fact existed, whether he was aware of it or not’
Greer J
(1922) 127 LT 267, 27 Com Cas 261
England and Wales
Cited by:
Cited – Lidl UK Gmbh v Hertford Foods Ltd and Another CA 20-Jun-2001
The respondent had contracted to supply tinned corned beef to the appellant, but had become unable to fulfil the orders because of industrial action in Brazil. The appellant had purchased supplies elsewhere and set off the cost of that against the . .

These lists may be incomplete.
Updated: 25 June 2021; Ref: scu.538236

Sycamore Bidco Ltd v Breslin and Another: ChD 30 Nov 2012

The court considered a claim in breach of warranty and misrepresentation in a share purchase transaction.
Held: There had been no representation as suggested, and therefore no misrepresentation. There had however been a breach of warranty.
Mann J
[2012] EWHC 3443 (Ch)
Bailii
England and Wales
Cited by:
See Also – Sycamore Bidco Ltd v Breslin and Another ChD 17-Jan-2013
. .
Principal judgment – Sycamore Bidco Ltd v Breslin and Another ChD 14-Feb-2013
The court considered whether it was correct to award interest on the sum of damages for the period before as well as after judgment, and if so, from what date and at what rate of interest.. . .

These lists may be incomplete.
Updated: 24 June 2021; Ref: scu.466436

Phoenix Interior Design Ltd v Henley Homes Plc and Another: QBD 9 Jun 2021

The Claimant, an interior designer, claimed unpaid invoices from the Defendants in a sum of pounds 232,550.42 for goods supplied and services rendered in connection with an Hotel in the Scottish Highlands. One of the issues is whether the Claimant contracted with the holding company, the First Defendant or with its subsidiary, the Second Defendant.
Freedman J
[2021] EWHC 1573 (QB)
Bailii
England and Wales

Updated: 24 June 2021; Ref: scu.663359

Chiron Corporation v Organon Teknika (No 2): CA 1993

Section 44 could be used in a patent contract dispute even though the patent at issue was governed by the law of a foreign state which would not itself have applied that section.
[1993] FSR 567
Patents Act 1977 44
England and Wales
Cited by:
See Also – Chiron Corporation v Organon Teknika Ltd; Same v Murex Diagnostics (No 7) ChD 17-Feb-1994
The issue of loss in a prior patent challenge is res judicata in later proceedings despite the presence of experimental difficulties leading to ipossibly severe time limits. A patent applicant has no duty to inform the Patent Office of matters . .
See Also – Chiron Corporation and Others v Murex Diagnostics Ltd CA 14-Oct-1994
ECJ judgments make a UK court functus officio only after their full judgment has been delivered. Where judgment had already been given, it was no longer possible for the defendant in an action to seek a reference to the European Court on refusal of . .
See Also – Chiron Corporation and Others v Murex Diagnostics Ltd (No 11) ChD 15-Mar-1996
A large interim award of damages can be proper if it is less than the likely damages which would be awarded at trial despite their remaining outstanding issues of fact to be decided. . .

These lists may be incomplete.
Updated: 21 June 2021; Ref: scu.450168

Iran Continental Shelf Oil Co 7 Others v IRI International Corp: CA 28 Jun 2002

Appeal by the claimants from a decision that a contract between the second claimant and the respondent is governed by the law of Texas. The claimants appeal by permission of the judge and invite this court to hold that the contract was governed by English law.
Ward, Clarke, Carnwath LJJ
[2002] EWCA Civ 1024, [2004] 2 CLC 696
Bailii
England and Wales

Updated: 21 June 2021; Ref: scu.416515

Greer v Kettle: HL 1938

A corporate borrower agreed to repay andpound;250,000 with interest and to charge certain specified shares in another company as security. A guarantee was procured from another company, Parent Trust. The deed of guarantee recited that the lender had made the advance to the borrower ‘on the security of a charge dated March 1929 on the shares, particulars of which are set out in the schedule hereto’.
Held: Recitals may also give rise to an estoppel in respect of specific facts stated and adopted as the basis of a transaction, provided that the facts as stated are ‘certain, clear and unambiguous’. However, Parent Trust had never become liable under the guarantee because a charge had never in fact been given over the shares. Where a person guaranteed a loan which was expressed to be secured by a charge on certain shares, and the shares had not been validly issued, it was held that the surety was not liable.
Lord Killowen explained: ‘the legal rights and liabilities of these parties depend upon the true construction and effect of the agreement of guarantee . . Once it is realized that the debt which Parent Trust are undertaking to guarantee is a debt described as a debt the repayment of which by the principal debtor is secured by a charge on (amongst other shares) the 275,000 shares in Iron Industries, Ld, the case (apart from the question of estoppel, to which I will refer) becomes in my opinion a simple one . . It is not a case, as Bennett J seems to have treated it, of seeking to imply a condition, the implication of which is alleged to be inconsistent with other provisions in the document. In other words, as Romer LJ said, it is not a case of Parent Trust being released from a contractual engagement. It is a case of an attempt to impose upon them a liability which they have never undertaken. The only debt, the repayment of which by the principal debtor they undertook to guarantee, was a debt secured by a charge on the 275,000 shares in Iron Industries, Ld, and a debt so secured never in fact existed. The language of Knight Bruce LJ in Evans v Bremridge (i) may well be applied to the present litigants. In that case it was sought to make a surety liable who became a surety on the footing that a co-surety would join in the covenant with him. The co-surety had not done so, and the surety was held to be under no liability. As the Lord Justice truly said: ‘The defendants seek to charge the plaintiff with ‘a contract, into which he did not enter.’
Lord Maugham referred to the qualification imposed by equity on the doctrine of estoppel by deed: ‘The position in equity is and was always different in this respect, that where there are proper grounds for rectifying a deed, e.g., because it is based upon a common mistake of fact, then to the extent of the rectification there can plainly be no estoppel based on the original form of the instrument. It is at least equally clear that in equity a party to a deed could not set up an estoppel in reliance on a deed in relation to which there is an equitable right to rescission or in reliance on an untrue statement of an untrue recital induced by his own representation, whether innocent or otherwise, to the other party. Authority is scarcely needed for so clear a consequence of a rectification order or an admitted or proved right to such an order. The well known rule of the Chancery Courts in regard to a receipt clause in a deed not effecting an estoppel if the money has not in fact been paid is a good illustration of the equity view . . ‘
Lord Maugham, Lord Russell of Killowen
[1938] AC 156, 158 LT 433
England and Wales
Citing:
Approved – Brooke v Haynes CA 1868
Lord Romilly MR said: ‘A party to a deed is not estopped in equity from averring against or offering evidence to controvert a recital therein contrary to the fact, which has been introduced into the deed by mistake of fact, and not through fraud or . .
Approved – Carpenter v Buller 29-Jul-1840
. .

Cited by:
Cited – Prime Sight Ltd v Lavarello PC 9-Jul-2013
(Gibraltar) Parties to a contract for the sale of land including the appellant company declared a purchase price which both knew to be false. Faced with insolvency proceedings, the appellant sought to challenge a claim for the full amount.
Updated: 20 June 2021; Ref: scu.519652

Irvine v Kirkpatrick: HL 1850

Before a misrepresentation may be of any avail whatever, it must inure to the date of the contract. If the other party discovers the truth before he signs the contract, ‘the misrepresentation and the concealment go for just absolutely nothing’.
Lord Brougham
(1850) 7 Bell App (HL) 186
England and Wales
Cited by:
Cited – Cramaso Llp v Ogilvie-Grant, Earl of Seafield and Others SC 12-Feb-2014
The defenders owned a substantial grouse moor in Scotland. There had been difficulties with grouse stocks, and steps taken over years to allow stocks to recover. They had responded to enquiries from one Mr Erskine with misleading figures. Mr Erskine . .

These lists may be incomplete.
Updated: 20 June 2021; Ref: scu.536802