A contract regulating the flow of industrial effluents into a public sewer contained no power of termination notwithstanding that the agreement it replaced did.
Held: There is no presumption in law that a joint venture is not terminable.
Buckley J said: ‘Since ex hypothesi such an agreement contains no provision expressly dealing with determination by the party who asserts that this should be inferred, the question is not one of construction in the narrow sense of putting a meaning on language which the parties have used, but in the wider sense of ascertaining, in the light of all the admissible evidence and in the light of what the parties have said or omitted to say in the agreement, what the common intention of the parties was in the relevant respect when they entered into the agreement. It is of the nature of this problem that he who asserts that the parties intended something which they omitted to state expressly must demonstrate that this was so. Counsel for the Corporation accepts this. The court does not, however, in my judgment, lean one way or the other. Lord Selbourne in Llanelly Railway and Dock Company and London and North Western Railway Company and James LJ in the same case in the Court of Appeal said, I think, nothing inconsistent with this (see per Lord McDermott in Winter Garden Theatre (London) Ltd v. Millennium Productions Ltd). An agreement which is silent about determination will not be determinable unless the facts of the case, such as the subject-matter of the agreement, the nature of the contract or the circumstances in which the agreement was made, support a finding that the parties intended that it should be determinable, but there is, in my judgment, no presumption one way or the other.’
Judges:
Buckley J
Citations:
[1968] Ch 139
Citing:
Cited – Llanelly Railway and Dock Company v London and North Western Railway Company 1873
The parties had entered into a contract, in part to secure repayment of a loan, providing permission for the defendant to run its trains over the plaintiff’s tracks. The contract made no provision for termination.
Held: All the provisions of . .
Cited – Winter Garden Theatre (London) Ltd v Millennium Productions Ltd HL 1947
The appellant owner had granted licences to the respondent to use the theatre for productions. After the initial six month’s period, the respondent was to have an option for further licences. The contract made no mention of a termination of that . .
Cited by:
Cited – Mulcaire v News Group Newspapers Ltd ChD 21-Dec-2011
The claimant, a private investigator had contracted with the News of the World owned by the defendant but since closed. He had committed criminal offences in providing information for the paper, had been convicted and had served his sentence. He . .
Cited – Islwyn Borough Council and Another v Newport Borough Council CA 28-Jun-1993
Three local authorities disputed whether a contract had been made between them, and if so its terms, as to the financial support of a leisure centre.
Held: Later legislation need not frustrate agreement between the parties.
Hirts LJ said: . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 11 May 2022; Ref: scu.450969