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 licence from the owner, would construct a mixed residential and commercial development and sell the properties on long leases. The payment which the owner was to receive was set out in schedule 6 to the agreement. A dispute arose as to the proper construction of part of the schedule.
Held: The ‘private dictionary’ exception to the general exclusion of evidence relating to parties’ pre-contractual negotiations when construing a contract is limited to cases where the word or phrase in issue is not expressly defined in the contract. There had been no common mistake, as the two directors of Chartbrook had understood both the relevant clause in the contract and a pre-contractual exchange of letters describing the ARP as having the effect for which Chartbrook contended.
 EWHC 409 (Ch),  2 P and CR 9,  1 All ER (Comm) 1083,  11 EG 160
England and Wales
Cited – Re Butlin’s Settlement Trusts 1976
Sir Billy Butlin had executed a voluntary settlement to allow a majority of trustees to exercise a power under the settlement. By a drafting error the settlement did not give effect to this intention.
Held: The court could rectify the . .
Cited – 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 – 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 . .
Cited – Investors Compensation Scheme Ltd v West Bromwich Building Society HL 19-Jun-1997
Account taken of circumstances wihout ambiguity
The respondent gave advice on home income plans. The individual claimants had assigned their initial claims to the scheme, but later sought also to have their mortgages in favour of the respondent set aside.
Held: Investors having once . .
Cited – 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 – Brinkibon Ltd v Stahag Stahl und Stahlwarenhandelsgesellschaft mbH HL 1982
Brinkibon, based in London wanted to buy steel from the defendants who were in Austria. They accepted Stahag’s offer by Telex to Vienna. Brinkibon wanted to sue Stahag and in order to have leave to serve out of the jurisdiction, had to establish . .
Cited – Jones v Bright Capital Ltd and others ChD 7-Dec-2006
Appeal from – Chartbrook Ltd v Persimmon Homes Ltd CA 12-Mar-2008
Owners of land (Chartbrook) made a contract with a developer (Persimmon) granting Persimmon a licence to develop the land for commercial and residential use. Planning permission was granted and the development was built. The sums payable to . .
At first instance – 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: 17 January 2021; Ref: scu.249889