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 recognising their worth, they sought to sell and pocket the profit. The claimant sought restitutionary relief. The court now considered what evidence was to be admitted to assist interpretation of the contract.
Held: ‘on an objective interpretation of the Trade set in its admissible factual matrix and having regard to the admissible documentation recording and/or implementing it, its subject-matter was a specified notional amount of GDNs stated in PENs with a price prescribed and calculated accordingly.’ and ‘ in the commercial world, any dispute as to the subject-matter of the sale which does not take into account the price agreed is nonsensical: the two march together and in the event of any uncertainty as to subject-matter the one helps clarify the other. ‘
Hildyard J
[2019] EWHC 2380 (Ch), [2019] WLR(D) 525
Bailii, WLRD
England and Wales
Citing:
CitedInvestors 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 . .
CitedBank of Credit and Commerce International SA v Ali, Khan and others (No 1); BCCI v Ali HL 1-Mar-2001
Cere Needed Releasing Future Claims
A compromise agreement which appeared to claim to settle all outstanding claims between the employee and employer, did not prevent the employee later claiming for stigma losses where, at the time of the agreement, the circumstances which might lead . .
CitedChartbrook 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: . .
CitedSigma Finance Corporation, Re; (in administrative receivership) SC 29-Oct-2009
The court considered how the losses of the insolvent company were to be distributed as between secured creditors and preferential creditors, given the terms of the applicable trust deed.
Held: The court considered the interpretations of the . .
CitedRainy Sky Sa and Others v Kookmin Bank SC 2-Nov-2011
Commercial Sense Used to Interpret Contract
The Court was asked as to the role of commercial good sense in the construction of a term in a contract which was open to alternative interpretations.
Held: The appeal succeeded. In such a case the court should adopt the more, rather than the . .
CitedGladman Commercial Properties v Fisher Hargreaves Proctor and Others CA 14-Nov-2013
The claimant appealed against the striking out of his claims for fraudulent or negligent misrepresentation as to the suitability for deveopment of two former fire service properties. The court had said that a settlement with co-tortfeasors operated . .
CitedMarley v Rawlings and Another SC 22-Jan-2014
A husband and wife had each executed the will which had been prepared for the other, owing to an oversight on the part of their solicitor; the question which arose was whether the will of the husband, who died after his wife, was valid. The parties . .
CitedChallinor and 20 Others v Juliet Bellis and Co and Egan ChD 19-Mar-2013
The court considered the correct approach to the award of statutory interest.
Held: Hildyard J said: ‘As to (1), it seems to me that the Court’s overall approach in the authorities cited to me is to distinguish between (a) cases relating to . .
CitedHamid (T/A Hamid Properties) v Francis Bradshaw Partnership CA 2-May-2013
. .
CitedRevenue and Customs v Secret Hotels2 Ltd SC 5-Mar-2014
The Court was asked as to: ‘the liability for Value Added Tax of a company which markets and arranges holiday accommodation through an on-line website. The outcome turns on the appropriate characterisation of the relationship between the company, . .
CitedArnold v Britton and Others SC 10-Jun-2015
Absurdity did not defeat a clear clause
A standard lease of plots on a caravan park, contained a provision which appeared to increase the rent by 10% in each year. The tenants argued that such a substantial increase could not have been intended.
Held: The tenants’ appeal failed . .
CitedWood v Capita Insurance Services Ltd SC 29-Mar-2017
Construction of term of contract for the sale and purchase of the entire issued share capital of a company.
Held: The appeal was dismissed: ‘the SPA may have become a poor bargain, as it appears that it did not notify the sellers of a warranty . .
CitedEW Savory Ltd v The World of Golf Limited ChD 1914
The Court was asked to ascertain the particular items making up the subject matter of an assignment of copyright in, inter alia, ‘four golfing subjects’ as set out in a receipt.
Held: Neville J said: ‘Then it is said that there is not a . .
CitedLiverpool City Council v Irwin HL 31-Mar-1976
The House found it to be an implied term of a tenancy agreement that the lessor was to be responsible for repairing and lighting the common parts of the building of which the premises formed part. In analysing the different types of contract case in . .
CitedPolicie CR, Krajske reditelstvi policie Usteckeho kraje, odbor cizinecke policie v Al Chodor and Others ECJ 15-Mar-2017
Police detention of Immigrants to follow rules
ECJ (Judgment) Reference for a preliminary ruling – Criteria and mechanisms for determining the Member State responsible for examining an application for international protection – Regulation (EU) No 604/2013 . .
CitedAli 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.
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 . .
CitedCarmichael and Another v National Power Plc HL 24-Jun-1999
Tour guides were engaged to act ‘on a casual as required basis’. The guides later claimed to be employees and therefore entitled by statute to a written statement of their terms of employment. Their case was that an exchange of correspondence . .
CitedCounty Securities Pty Ltd v Challenger Group Holdings Pty Ltd 14-Aug-2008
(Supreme Court of New South Wales – Court of Appeal) The court considered a transaction with two parts, one of which (for the transfer of certain Equity Swaps) was wholly in writing; and the other part of which (a hedge involving the acquisition of . .
CitedMarks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd and Another SC 2-Dec-2015
The Court considered whether, on exercising a break clause in a lease, the tenant was entitled to recover rent paid in advance.
Held: The appeal failed. The Court of Appeal had imposed what was established law. The test for whether a clause . .
CitedCrema v Cenkos Securities Plc CA 16-Dec-2010
C sought payment of broker fees after assisting in raising funds for a venture capital company. The parties disputed the terms as to when payment was to be made.
Held: The appeal was allowed. The evidence did not allow the inference of the . .
CitedNorcross and Others v Georgallides (Estate of) ComC 14-Aug-2015
Allegations of diversion of club assets to private company. . .
CitedTidal Energy Ltd v Bank of Scotland Plc CA 31-Jul-2014
Lord Justice Floyd said: ‘A customer gives its bank (‘the remitting bank’) instructions to pay one of its suppliers using the clearing houses automated payment system (‘CHAPS’). The instructions include the correct name of the supplier whom the . .
CitedIn re Sea Containers Services Ltd ChD 19-Sep-2012
. .
CitedBell v Lever Brothers Ltd HL 15-Dec-1931
Bell was director and chairman of Niger, a subsidiary of Lever Brothers Ltd who dismissed him, offering and paying andpound;30,000 compensation. Lever then discovered that Mr Bell had made secret profits at the expense of Niger for which he could . .
CitedAssociated Japanese Bank (International) Ltd v Credit du Nord SA 1988
A contract of guarantee was made, but based upon a term of fundamental importance which was mistaken as to the existence of certain machines.
Held: The court must first look to the nature of the purported agreement. Steyn J said: ‘Logically, . .
CitedLoveridge and Loveridge v Healey CA 20-Feb-2004
The landowner sought to recover possession of land occupied under an agreement by a mobile home owner.
Held: It was necessary for the land owner to show that he had complied with the requirements under the Act. It was insufficient for the . .
CitedGreat Peace Shipping Ltd v Tsavliris (International) Ltd CA 14-Oct-2002
The parties contracted for the hire of a ship. They were each under a mistaken impression as to its position, and a penalty became payable. The hirer claimed that the equitable doctrine of mutual mistake should forgive him liability.
Held: . .
CitedThe Co-Operative Bank Plc v Hayes Freehold Ltd and Others ChD 20-Jul-2017
. .
CitedThe Moorcock CA 1889
Unless restricted by something else, an employer ought to find work to enable a workman to perform his part of the bargain, namely, to do his work. A term will be implied into a contract only to the extent required to give the contract efficacy: ‘if . .

These lists may be incomplete.
Updated: 13 March 2021; Ref: scu.640898