The parties believed that the property to be sold was occupied by a ‘protected tenant’. This was not so since the property could have been sold with vacant possession. It was argued that the contract could be set aside for common mistake.
Held: It was a common mistake as to an ascertainable fact, not a matter of opinion as to value.

Citations:

[1967] Ch 532, [1966] 2 All ER 875, [1967] 1 Ch 532

Jurisdiction:

England and Wales

Cited by:

Cited – William Sindall Plc v Cambridgeshire County Council CA 21-May-1993
Land was bought for development, but the purchaser later discovered a sewage pipe which very substantially limited its development potential. The existence of the pipe had not been disclosed on the sale, being unknown to the seller.
Held: . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 29 April 2022; Ref: scu.185670

Citations:

(1871) LR 6 QB 522

Jurisdiction:

England and Wales

Cited by:

Considered – Miramar Maritime Corporation v Holborn Oil Trading Limited (‘The Miramar’) HL 1984
A bill of lading incorporated a charterparty. The question was whether clauses in the charterparty or bill of lading prevailed. The charter clause incorporated a demurrage clause making the charterer’s laible for demurrage, and the owners asserted . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 29 April 2022; Ref: scu.185190

the plaintiff rented to the defendant a roulette table, together with copies of a book of rules, for use in a club. The rules stated that a charge of sixpence was payable on any bet before the croupier spun the wheel. Using a roulette table in a club in that way was an offence under the Betting and Gaming Act 1960, although neither of the parties appreciated that fact. The trial judge found that it was the intention of both parties when they made the contract that the table would be used in the way described in the rules. Accordingly the agreement was unlawful and the plaintiff was not entitled to recover hire under it.
Held: The appeal failed.
Lord Denning MR set out the principle: ‘[Counsel for the plaintiff] argues before us that the parties to this letting were ignorant of its unlawfulness: and that, in these circumstances (as it is a contract which could lawfully be performed) it is not to be regarded as unlawful unless they had a ‘wicked intention to break the law.’ He relies on the well-known judgment of Blackburn J in Waugh v Morris (1873) LR 8 QB 202. Now I desire to say that where two people together have the common design to use a subject-matter for an unlawful purpose, so that each participates in the unlawful purpose, then that contract is illegal in its formation: and it is no answer for them to say that they did not know the law on the matter. I would take a comparable case where there is a common design to use a subject matter for an immoral purpose. If a landlord lets a flat to a prostitute at a rent beyond any normal commercial rent, or if he lets her a brougham of a specially intriguing nature [a reference to Pearce v Brooks (1866) LR 1 Exch 213] it may fairly be inferred that it was their common design that it should be used for an immoral purpose. The letting is unlawful and he cannot recover the rent or hire. It is different with the washerwoman who washes the clothes of the prostitute or the butcher who supplies her with meat. They may know of her trade but they charge her normal commercial prices. There is there no common design. There is no participation in the immoral purpose, but merely knowledge of it. And that is no bar to recovering the price. Likewise with an unlawful purpose, active participation debars, but knowledge by itself does not. As I read Waugh v Morris there was there no participation in any unlawful purpose and the plaintiff could recover. In this case, however, there was participation. The common design was that a game should be played which was in fact unlawful.’

Judges:

Lord Denning MR

Citations:

[1963] 2 QB 340

Jurisdiction:

England and Wales

Citing:

Cited – Pearce v Brooks 1866
The contract was for the hire of an ornamental brougham to a prostitute which was supplied with knowledge that it would be used ‘as part of her display’. She returned it in a damaged condition, and refused to make any payments under the contract as . .

Cited by:

Cited – Patel v Mirza SC 20-Jul-2016
The claimant advanced funds to the respondent for him to invest in a bank of which the claimant had insider knowledge. In fact the defendant did not invest the funds, the knowledge was incorrect. The defendant however did not return the sums . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 29 April 2022; Ref: scu.588240

By acquiescing in the unlawful overloading of the hauliers’ lorries, the consignors’ assistant transport manager and his assistant made the haulage contract unenforceable at the instance of the consignors, who were unable to recover when a lorry toppled over damaging the goods being carried.
Whether a contract is unenforceable for illegal performance, depends upon whether the method of performance chosen and the degree of participation in that illegal performance is such as to ‘turn the contract into an illegal contract’ Where illegality by virtue of the common law is concerned the question is whether the common law would say that a contract has by its illegal performance been turned into an illegal contract. A party may be prevented from enforcing it.
Denning LJ said: ‘Not only did [the plaintiff’s transport manager] know of the illegality. He participated in it by sanctioning the loading of the vehicle with a load in excess of the regulations. That participation in the illegal performance of the contract debars [the plaintiff] from suing [the defendant] on it or suing [the defendant] for negligence.’ and per Scarman LJ ‘But knowledge by itself is not . . enough. There must be knowledge plus participation . . For these reasons I think the performance was illegal’.’

Judges:

Denning LJ, Scarman LJ

Citations:

[1973] 1 WLR 828

Jurisdiction:

England and Wales

Citing:

Cited – B and B Viennese Fashions v Losane CA 1952
. .

Cited by:

Cited – Hall v Woolston Hall Leisure Limited CA 23-May-2000
The fact that an employment contract was tainted with illegality of which the employee was aware, did not deprive the employee of the possibility of claiming rights which were due to her under a statute which created rights associated with but not . .
Cited – Colen and Another v Cebrian (UK) Limited CA 20-Nov-2003
The company paid the claimant sales commission. Part was diverted and paid to his wife to reduce the tax payable. The employer had appealed a finding of unfair disamissal, the company arguing that the contract was illegal.
Held: The contract . .
Cited – Jetivia Sa and Another v Bilta (UK) Ltd and Others SC 22-Apr-2015
The liquidators of Bilta had brought proceedings against former directors and the appellant alleging that they were party to an unlawful means conspiracy which had damaged the company by engaging in a carousel fraud with carbon credits. On the . .
Cited – Patel v Mirza SC 20-Jul-2016
The claimant advanced funds to the respondent for him to invest in a bank of which the claimant had insider knowledge. In fact the defendant did not invest the funds, the knowledge was incorrect. The defendant however did not return the sums . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 29 April 2022; Ref: scu.189939

The claimants appealed an order to pay their builder. They said that though unpleaded, in fact the original contract was illegal and should not be enforced. The agreement had been to inflate the cost artificially so as to increase a claim for a grant, and then to share the excess cost.
Held: There appeared to have been a conspiracy to defraud. The court should not however act upon the basis that such a conspiracy existed unless and until it was satisfied that it had all the circumstances before it. The evidence of an unpleaded fraud should not have been admitted.

Citations:

Times 19-Apr-2003, Gazette 29-May-2003

Jurisdiction:

England and Wales

Contract

Updated: 27 April 2022; Ref: scu.180874

P. and Son, Limited, entered into a contract with a corporation to construct certain sewage works at a certain price. The engineer of the Corporation prepared plans, which were shown by the Corporation to P. and Son, Limited. These plans misrepresented the state of the locus in an important matter, which materially affected the price agreed upon by P. and Son. The Corporation were not actually aware of the fact that the plans were inaccurate. The contract contained a clause that the contractor was to satisfy himself as to dimensions, levels, and co., and ‘was to obtain his own information on all matters which can in any way influence his tender.’ P. and Son alleged that the misrepresentations in the plans were false and fraudulent, and brought an action against the Corporation for damages for fraudulent misrepresentation.
Held (1) that the clause which provided that the contractors were to satisfy themselves applied only to inaccuracies and errors, and not to fraud, (2) that accordingly P. and Son were entitled to have an opportunity of proving fraud on the part of the engineers, and (3) that if they were successful the Corporation would be liable.
‘It matters not in respect of principal and agent (who represents but one person) which of them possess the guilty knowledge, or which of them makes the incriminating statement. If between them the misrepresentation is made so as to induce the wrong, and thereby damages are caused, it matters not which is the person who makes the representation, or which is the person who has the guilty knowledge.’

Judges:

Lord Chancellor (Loreburn), The Earl of Halsbury, Lords Ashbourne, Macnaghten, James of Hereford, Robertson, Atkinson, and Collins

Citations:

45 SLR 960

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 27 April 2022; Ref: scu.622294

At a distance of time ‘every intendment should be made in favour of what has been done as being lawfully and properly done.’
A compromise was made with, and a discharge from liability granted to, a contributory to a bank in liquidation ‘on the basis and on the condition of the truth, accuracy, and completeness’ of a written state of the contributory’s property and its value made in answer to printed questions. The state was declared to be true and correct to the best of his knowledge and belief. Twenty years later a reduction of the discharge was brought on the ground that the state was inaccurate, it having been discovered that the contributory had been possessed of property, at that time of doubtful value, which did not appear in the state.
Held (rev the judgment of the Court of Session) that reduction should not be granted (1) because the declaration being only to the best knowledge and belief of the declarant, it was not sufficient to prove inaccuracy, but fraudulent concealment must be established; and (2) because, as it was not a special condition of the compromise that the disclosure of the contributory’s property should be of all his effects in writing, a verbal disclosure of the property in question would have been sufficient, and it was not proved that such verbal disclosure had not been made.

Judges:

Lord Chancellor (Halsbury), and Lords Macnaghten, Davey, James of Hereford, and Robertson

Citations:

[1905] UKHL 835

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 26 April 2022; Ref: scu.621181

Citations:

[2018] EWHC 1985 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.621148

Challenge to tenderer’s acceptance of a rival bid.

Citations:

[2018] EWHC 2213 (TCC)

Links:

Bailii

Statutes:

Public Contracts Regulations 2015

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.621149

Allegations of failures in procurement process.

Citations:

[2018] EWHC 1976 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.621145

Construction of a deed of settlement

Judges:

Paul Matthews HHJ

Citations:

[2018] EWHC 1926 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.621071

Judges:

Teare J

Citations:

[2018] EWHC 1857 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.621063

A firm of live-stock salesmen, agents, auctioneers, appraisers, and land-surveyors, agreed with their manager that he should be entitled, with their consent, to accept any appointment as factor, or trustee on, or other office involving the management of any estate, the fees so earned by him to be pooled with any fees or commissions earned by them for any sales or valuations in connection with such estates and the proceeds divided, one-half to him and one-half to them, ‘provided always that before any such division shall take place there shall, out of said proceeds, be paid to’ the firm ‘the balance of any debt remaining due to them from such estate, after giving credit for all sums received or falling to be received on account of such debt. . . ‘
In an action by the firm against the manager, who had left their service, calling for an accounting of the fees earned by him as factor or trustee, in particular as trustee under a certain trust-deed for behoof of creditors, held that the agreement was a pactum illicitum, as impinging on the equal distribution of assets amongst creditors in bankruptcy, and action dismissed.

Judges:

Lord Dunedin, Lord Atkinson, and Lord Shaw

Citations:

[1914] UKHL 729, 51 SLR 729

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 26 April 2022; Ref: scu.620725

Under a building contract based upon plans and a detailed schedule or estimate, a builder completed certain tenements, handed them over to the proprietors, and received from the measurers and architect the final certificates for payment. On the builder suing upon the certificates the proprietors pleaded that, the work done being disconform to contract, they could not be sued upon the contract. The tenements were proved to be substantial, of good workmanship and good material, and similar in appearance to others previously erected for the same proprietors. The plea depended upon the fact that certain rybats were not of the size specified. The size was given in the schedule, but the plans did not in any way show it. The architect had instructed the builder to carry out the work as in the previously erected tenements, and had from time to time passed it.
The schedule contained this condition-‘The whole materials and workmanship to be of the best description and completed in accordance with the drawings, in an expeditious and tradesman-like manner, to the entire satisfaction of the proprietors and architect, or any person appointed to inspect the work; and power is reserved to increase, lessen, or omit any part of the work. The work will be measured when finished by J. H. Bradshaw and Craig, I.M., measurers, 122 Wellington Street, Glasgow, and charged at the rates contained in this schedule or others in proportion thereto, and in proportion to slump sum in letter of offer. Any extra prices to be revised and adjusted by the measurers to correspond with the foresaid rates.’
Held (dub. Lord Atkinson) that the architect had not exceeded his powers, that the builder was not in breach, and so was entitled to recover the sum sued for.

Judges:

The Lord Chancellor (Buckmaster), Lord Atkinson, Lord Parmoor, and Lord Wrenbury

Citations:

[1915] UKHL 7, 53 SLR 7

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 26 April 2022; Ref: scu.620699

A sold a shipload of coal to B for delivery in November at 16s. 3d. per ton. In October B sold to C, in Italy, a corresponding shipload of coals at 19s. per ton. In November C sold to A for 20s. per ton the coal he had bought from B, and ‘ceded the original usual contract of the sellers.’ A failed to give delivery of the coal in November, but in virtue of the contract with C tendered the difference between 16s. 3d. and 19s. per ton as damages to B. B claimed the difference between 16s. 3d. and 23s. 6d. per ton-the market price at the time of the breach. The arbiter, appointed under a clause in the original contract found that as B was bound to appropriate the shipment if delivered to the satisfaction of the contract with C, the amount of the damages was the difference between 16s. 3d. and 19s.
Held that the arbiter had no jurisdiction to consider a counter-claim under a foreign law, and that under the contract that he was interpreting the measure of damages was the difference between the contract and market prices at the date of breach.
Observed that the law as laid down in Rodocanachi v. Milburn, 18 Q.B.D. 67, is unaffected by the Sale of Goods Act 1893, section 51, sub-section 2. Wertheim v. Chicoutimi Pulp Company, 1911 AC 301, 48 S.L.R. 1090, distinguished.
Decision of the Court of Appeal reversed.

Judges:

Lord Chancellor (Viscount Haldane), Lords Dunedin, Atkinson, Moulton and Parker

Citations:

[1914] UKHL 604, 52 SLR 604

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.620709

In connection with a contract for the sale of goods a dispute had arisen between the parties as to whether a certain appropriation was good or not. The question was referred to arbitration under the clause in the contract, and a special case was stated for the opinion of the Court, in which certain questions were put to the Court, including one whether under the terms of a certain contract there could be appropriation of a cargo shipped on board the ‘C.’ to the buyers at a time when the vessel was wrecked and the cargo had become a total loss. The Court answered those questions in the negative. Thereupon the matter went back, and the arbitrators made an award in which they stated that while they ‘unreservedly accepted the said answers upon the construction of the contract as a matter of law, apart from the custom of the trade,’ they nevertheless found that there was a long-established and well-recognised custom of the trade by which in the circumstances of this contract there was an appropriation of the cargo to the buyers.
Held ( rev. decision of the Court of Appeal) that under a submission to decide disputes arising out of the contract it was competent for the arbitrators to determine the existence of a custom attaching to the particular trade, inasmuch as it was impossible without introducing the custom to decide what were the rights and liabilities under the contract of the respective parties.

Judges:

Earl Loreburn, Lords Atkinson, Parker, Sumner, and Parmoor

Citations:

[1915] UKHL 787, 53 SLR 787

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.620703

An insurance company granted a policy insuring water trustees against loss arising from failure on the part of a contractor duly to complete the laying of certain water-pipes. The policy contained conditions declared to be conditions-precedent to the right of the water trustees to recover thereunder, and, inter alia, this – ‘The surety shall be notified in writing of any non-performance or non-observance on the part of the contractors of any of the stipulations or provisions contained in the said contract, and on their part to be performed and observed, which may involve a loss for which the surety is responsible hereunder.’
The contract for laying the water pipes provided for the work being begun on a particular date, that so much should be done each week, and that the whole should be completed within a defined time. The contractor had not begun by the date specified, nor for some months after, and after beginning continued to fall more and more into arrear. No notice of this was sent to the insurance company. When about half the work was done and sometime after the time for completion was passed the contractor became bankrupt. The water trustees took over the work and gave notice of his failure to the insurance company. In an action by the water trustees to recover the amount contained in the policy of insurance, held ( aff. judgment of the First Division) that the contractor’s delays were non-observances of the contract of which the insurance company was entitled to notice, that the giving notice was a condition-precedent to the right to recover, and therefore that the insurance company was freed

Judges:

The Lord Chancellor (Buckmaster), Lord Atkinson, Lord Shaw, Lord Parker, and Lord Sumner

Citations:

[1915] UKHL 106, 53 SLR 106

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 26 April 2022; Ref: scu.620702

In 1900 a railway company issued tenders for the formation of a railway line, and in September a contract was arranged with a firm of contractors, the payment to be a stipulated lump sum. The specification included this stipulation-‘ Cuttings and Embankments.-Bores have been put down at various parts of the line, the positions of which are shown on the small scale plan, and a copy of the journals of these bores may be seen at the engineer’s office, but the company does not in any way guarantee their accuracy, or that they will be a guide to the nature of the surrounding strata. Contractors must therefore satisfy themselves as to the nature of the strata, as the company will not hold themselves liable for any claim that may be made against them on account of any inaccuracy in the journals of the bores. . . Of the probability of rock existing in any of the cuttings or other excavations to a greater extent than the quantity given in the detailed schedule, the contractor must judge, and also form his own opinion as to the nature of the strata, of the material in the various cuttings or excavations and in the base of the embankments, and price the quantities in the detailed schedule accordingly, as no allowance whatever will be made over the lump sum in the detailed schedule for these, although the material may turn out to be different from what is calculated and given in the detailed schedule.’ By the end of 1902 the contractors were aware that the material they had to deal with was very different from and more costly to treat than what they had expected and they complained-the company in fact paid them pounds 10,000 over the stipulated amount, half then and half later. The contractors continued the work, however, and completed it by May 1905. In November 1907 they proceeded to bring an action against the company, and in preparation therefor became aware that of sixty-five bores eighteen had not been made by professional borers but by employees of the company, and that in the journals four of these were not, as returned, by such employees but as edited by the company’s engineer, he having entered what he honestly believed must be meant. The engineer had also omitted four check bores which had also been put down by such employees.
Held ( rev. judgment of the Second Division) (1) that the contractors were not in a position to demand rescission of the contract, restitutio in integrum being a condition of such a remedy and being here impossible; (2) that there was no misrepresentation in the journals of the bores shown being as edited by the engineer and not the actual returns made by the men boring, what the specification contemplated being the product of the responsible officer of the company, the engineer, and he having acted honestly; (3) that even if there had been shown to have been innocent misrepresentation it was not proved to be in essentialibus inducing to the contract; (4) that the contractors could not now be heard, in the absence of fraud, on the disconformity of the material they had had to treat with what they had expected, they having after acquiring full knowledge thereof elected to proceed with the work and completed the contract.

Judges:

Earl Loreburn, Lord Atkinson, Lord Shaw, and Lord Parmoor

Citations:

[1915] UKHL 205, 52 SLR 205

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 26 April 2022; Ref: scu.620672

Citations:

[2018] EWHC 2005 (QB)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620630

A contract, declared to be an English contract enforceable in and subject to the jurisdiction of the English Courts, whereby a Scottish company undertook to supply engineering plant to the Johannesburg Municipal Council, contained this clause of reference-‘In case any dispute or difference shall arise between the purchasers and the contractors . . it shall, after the complete delivery of the material, be referred to the arbitration of a single umpire or referee to be mutually agreed upon between the parties, or failing agreement, to be nominated by the president for the time being of the Institution of Civil Engineers of London, or in the case of disputes with local contractors in Johannesburg to be nominated by the Lieutenant-Governor of the Transvaal . . . and the arbitration shall be an arbitration within the meaning of the Arbitration Act of 1889 (England) and shall be conducted in all respects as therein provided.’
A supplementary contract called ‘The Running Contract’ contained this clause of reference – ‘In the event of any dispute between the contractors and the Council under this contract, the matter shall in the first place be referred to the engineers, but if either party refuses to accept the engineers’ decision the matter in dispute shall be referred to a single arbiter or umpire to be mutually agreed upon, or failing agreement to be nominated by the Lieutenant-Governor of the Transvaal, and to hold the said arbitration in Johannesburg . . . and the arbitration shall be deemed to be an arbitration within the meaning of the Transvaal Ordinance of 1904, and shall be conducted in all respects as therein provided.’
The contractors having refused to continue the tests under the ‘Running Contract,’ the Council rejected the whole material as unsatisfactory and brought an action in the Scottish Courts in which they sought to recover the payment made to account and also two separate sums as damages under the ‘Main’ and ‘Running’ contracts respectively. The Court of Session directed the parties to prepare a stated case for the opinion of the English Courts on the ground that the scope and validity of the arbitration clauses fell to be decided by these Courts, and it was necessary for the proper disposal of the case to ascertain whether the arbitration clauses covered the dispute between the parties.
Held (1) that the question whether the dispute between the parties fell within the arbitration clauses was as much a question of fact as of law; (2) that the action should therefore have gone to proof in the ordinary way in the Scottish Courts; and (3) that these Courts would, under the law of England, have the power, but would not be under necessity, should they find the dispute to be within the contract, to refer any part thereof to arbitration if that course were convenient and in accordance with Scottish practice.
Per the Lord Chancellor-‘If the cause of action which is really established be that there has been complete repudiation and breaking of this contract, then it would not be within the arbitration clauses in either of these contracts.’
>
Opinion, per Lord Shaw, that the clauses of arbitration were executorial only and could not include a reference to an arbiter of the question whether a repudiation of the contract was justifiable, and further that the two contracts were so intermixed that procedure by arbitration was unworkable.
A Scottish company, by a contract which was declared to be deemed an English contract, contracted to supply certain engineering plant to a colonial municipal council. A bond, in English form, guaranteeing the fulfilment of the contract, was granted by an individual. The municipal council brought an action of damages for breach or non-fulfilment against the company and also against the guarantor, and used arrestments on the dependence against the latter.
Held: (rev. First Division) that the action as against the guarantor was not premature, and that the arrestments should not be recalled. Question whether if the law of Scotland alone had been in question the decision would have been otherwise.

Judges:

The Lord Chancellor (Loreburn), Lord James of Hereford, Lord Atkinson, Lord Gorell, and Lord Shaw of Dunfermline

Citations:

47 SLR 20, [1909] UKHL 20

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 25 April 2022; Ref: scu.620588

Citations:

[2018] EWCA Civ 1730

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620474

Citations:

[2018] EWCA Civ 1720

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620462

Appeal about two theoretically competing jurisdiction clauses.

Citations:

[2018] EWCA Civ 1740

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620459

Implied term in oral loan agreement

Judges:

Arden, Simon, Newey LJJ

Citations:

[2018] EWCA Civ 1690, [2018] WLR(D) 461, [2019] 1 WLR 885, [2019] 1 All ER (Comm) 1093

Links:

Bailii, WLRD

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620453

Citations:

[2018] EWHC 827 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See Also – Cleveland Bridge UK Ltd v Sarens (UK) Ltd TCC 10-Apr-2018
The parties sought a final determination from the court, following a decision by an Adjudicator, of a dispute over the terms and interpretation of a subcontract. . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 25 April 2022; Ref: scu.620118

PFI project at Roseberry Park Hospital in Middlesbrough. The claimant NHS Foundation Trust (‘the Trust’) seeks declarations as to the validity of notices served by the Trust pursuant to a funders direct agreement, with a view to terminating the project agreement, and related relief.

Citations:

[2018] EWHC 1659 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620129

The parties sought a final determination from the court, following a decision by an Adjudicator, of a dispute over the terms and interpretation of a subcontract.

Citations:

[2018] EWHC 751 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

See Also – Cleveland Bridge Uk Ltd v Sarens (Uk) Ltd TCC 18-Apr-2018
. .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 25 April 2022; Ref: scu.620117

The Claimant claimed damages for the wrongful termination of a contract to act as development manager and project manager in respect of a proposed development in Wembley, London.

Citations:

[2018] EWHC 658 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620120

The claimants claimed some US$65 million against the defendants for breaches of warranty following the sale of the defendants’ aerospace business to the claimants via a share capital purchase. It is said that the defendants failed to disclose various aspects of the business, including alleged operational failings at, and lack of accreditation of, their facility at Farnborough.

Judges:

Coulson J

Citations:

[2018] EWHC 176 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.620111

Operation of force majeure clause on oil rig hire contract.

Judges:

Tware J

Citations:

[2018] EWHC 1640 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619841

Judges:

Sir Richard Field

Citations:

[2018] EWHC 1399 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619831

This case arises out of a financing fee side letter entered into between the claimant and the defendant.

Judges:

Moulder DBE J

Citations:

[2018] EWHC 1580 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619833

Judges:

Popplewell J

Citations:

[2018] EWHC 1627 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619821

application for an interim injunction – anticipated breach of distribution agreement.

Judges:

Bryan J

Citations:

[2018] EWHC 1697 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619840

Claims under ship financing agreements

Citations:

[2018] EWHC 1733 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619838

Claim as seller for damages from the Defendant as buyer for breach of a contract for the sale CIF Hodeidah of 55,307 mt of gasoline to be delivered by a ship-to-ship transfer from mother vessel MT Hong Ze Hu.

Citations:

[2018] EWHC 1189 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619809

Citations:

[2018] EWCA Civ 1525

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619383

Judges:

Waksman QC HHJ

Citations:

[2007] EWHC B3 (QB)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619257

A railway company entered into a written contract with a firm of contractors for the construction of a railway for a lump sum. The specification attached to the contract and forming its basis stated that bores had been put down at various parts of the line, and that a copy of the journal of these bores might be seen at the engineer’s office, but that the company did not guarantee their accuracy, and would not hold themselves liable for any claim on account of any inaccuracy in the journal. According to the specification, only three descriptions of material were to be excavated, viz., solid rock, broken or loose rock, and soft. In the course of the work the contractors found that much of the material classified as ‘soft’ contained rock, and it turned out that the bores had not been made by professional borers, but by employees of the railway who had been engaged in similar work before, and that the journal of bores had not been prepared by them but was compiled in the engineer’s office from letters written by them. It appeared further that it did not accurately record the contents of these letters, but was the engineer’s interpretation of the information these letters purported to convey, and that in particular a substance reported in three instances as ‘black ban’ or ‘hard black ban,’ and in five instances as ‘rock,’ was changed into ‘black blaes’ and classified as ‘soft.’ In a petitory action at the instance of the contractors against the railway company for the amount of their loss under the contract, held ( rev. judgment of the Second Division) that the contract had not been induced by the fraud of the defenders in respect that the engineer honestly believed that the journal of bores correctly set forth the substance found, and corrected a misdescription of the borers as to the nature of that substance.

Citations:

[1912] UKHL 735, 49 SLR 735

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 25 April 2022; Ref: scu.619242

Defendant’s application for interpretation of a letter basing the claimant’s case

Citations:

[2016] EWHC 2042 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 24 April 2022; Ref: scu.618961

Citations:

[2018] EWHC 1346 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 24 April 2022; Ref: scu.618824

Judges:

Norris J

Citations:

[2018] EWHC 1337 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 24 April 2022; Ref: scu.618781

The court considered an exclusion clause in the standard terms of a specialist fire suppression contractor. The issues are whether the clause was incorporated into the contract between the parties and, if so, whether the clause was reasonable within the meaning of the 1977 Act.

Citations:

[2018] EWCA Civ 1371

Links:

Bailii

Statutes:

Unfair Contract Terms Act 1977

Jurisdiction:

England and Wales

Contract

Updated: 24 April 2022; Ref: scu.618377

Respective applications for strike outs and summary judgments.

Judges:

Males J

Citations:

[2018] EWHC 1130 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 22 April 2022; Ref: scu.617010

Claim for sums said to be due under an Introduction Agreement. Either the First Defendant or the Second Defendant were said to be liable to make payments to the First Claimant or to the Second or Third Claimants in respect of introductions whereby the Defendants were introduced to W resulting in payment being obtained by the Defendants for services provided to W. In addition, the Claimants seek a declaration that the First Defendant held shares and loan notes in a company on trust as to two-thirds for himself and one-third for the First Claimant with the consequence that the First Claimant is entitled to one-third of the proceeds of the sale of those shares and loan notes.

Citations:

[2018] EWHC 998 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 22 April 2022; Ref: scu.616906

Dispute as to interpretation and implementation of settlement agreement

Judges:

Morris J

Citations:

[2018] EWHC 1203 (QB)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 22 April 2022; Ref: scu.616153

Citations:

[2018] EWHC 1065 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 22 April 2022; Ref: scu.616144

Judges:

Moulder J

Citations:

[2018] EWHC 990 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 20 April 2022; Ref: scu.614936

Judges:

Sir Ross Cranston

Citations:

[2018] EWHC 895 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 20 April 2022; Ref: scu.614935

The parties disputed whether a contract had been concluded with them to control the marketing of items associated with a football player.

Judges:

May DBE J

Citations:

[2018] EWHC 1014 (QB)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 20 April 2022; Ref: scu.614893

Judges:

David Phillips QC J

Citations:

[2007] EWHC 2775 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 20 April 2022; Ref: scu.261896

Citations:

[2018] ScotCS CSOH – 33

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 14 April 2022; Ref: scu.609376

The Pursuer sought reparation for inter alia the loss of opportunity to participate in various business opportunities.

Citations:

[2018] ScotCS CSOH – 26

Links:

Bailii

Jurisdiction:

Scotland

Contract

Updated: 14 April 2022; Ref: scu.609340

Claim for payment under settlement agreement.

Judges:

Males J

Citations:

[2018] EWHC 894 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 13 April 2022; Ref: scu.609091

The court was asked the extent to which the court can give effect to a contractual term whose overall effect is explicit, but whose detailed terms are incomplete.

Judges:

Arden DBE, Simon, Newey LJJ

Citations:

[2018] EWCA Civ 783

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 13 April 2022; Ref: scu.608741

Proper construction of a Deed of Agreement

Citations:

[2018] EWCA Civ 767

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 13 April 2022; Ref: scu.608724

Proper construction of an agreement

Citations:

[2018] EWCA Civ 732

Links:

Bailii

Jurisdiction:

England and Wales

Contract

Updated: 13 April 2022; Ref: scu.608717

The court considered the approach of the Scots courts to anticipatory breach of contract, or renunciation.

Citations:

(1848) 10 D 355

Jurisdiction:

Scotland

Cited by:

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, . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 12 April 2022; Ref: scu.570728

Citations:

[1926] 1 KB 102

Jurisdiction:

England and Wales

Citing:

Cited – Turner v Civil Supply Association Ltd 1926
The defendants were furniture removers and warehousemen, and they entered into a contract to remove the plaintiff’s furniture from London to Hailsham. The contract was made subject to various conditions. The plaintiff’s goods were loaded on to the . .

Cited by:

Not Followed – Hollier v Rambler Motors (AMC) Ltd CA 19-Nov-1971
The plaintiff left his car with the defendant garage for repair. Whilst there it was substantially damaged by fire. The defendant sought to rely upon their terms which would negative liability, saying that the terms had been incorporated by . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 12 April 2022; Ref: scu.566890

A request laid in the declaration to pay the debt before it is due is not material. Vide 1 Saund. 33, when it is material to aver a request.

Citations:

[1799] EngR 161, (1799) 1 Wils KB 33, (1799) 95 ER 476

Links:

Commonlii

Jurisdiction:

England and Wales

Contract

Updated: 12 April 2022; Ref: scu.347988

When a dentist agrees to make a set of false teeth for a patient, there is an implied warranty that they will fit his gums.

Citations:

[1943] K.B. 526

Jurisdiction:

England and Wales

Cited by:

Cited – Greaves and Co (Contractors) Ltd v Baynham Meikle and Partners CA 1975
Consultant engineers were instructed to design a warehouse, the first floor of which, as they knew, was to be used for storing drums of oil that would be moved around by fork-lift trucks. The warehouse was built to the engineers’ design but after a . .
Cited – Platform Funding Ltd v Bank of Scotland Plc (Formerly Halifax Plc) CA 31-Jul-2008
The parties disputed the extent of duty owed by a surveyor to a lender relying on his valuation of a property to be loaned.
Held: The valuer’s appeal failed. The valuer had valued the wrong property, after being misled by the borrower. The . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 12 April 2022; Ref: scu.279929

The court was asked as to the test of the difference between a contractual condition and a warranty. Bowen LJ said: ‘There is no way of deciding that question except by looking at the contract in the light of the surrounding circumstances and then making up one’s mind whether the intention of the parties, as gathered from the instrument itself, will best be carried out by treating the promise as a warranty sounding only in damages or as a condition precedent by the failure to perform which the other party is relieved of his liability’.

Judges:

Bowen LJ

Citations:

[1893] 2 QB 281

Cited by:

Cited – Hong Kong Fir Shipping Co v Kawasaki Kisen Kaisha Ltd CA 20-Dec-1961
The plaintiffs had recently acquired the ship the ‘Hong Kong Fir’ and contracted to charter it to the defendants, but being late in delivering it, the defendants cancelled the charterparty contract. The plaintiffs said the repudiation was wrongful, . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 12 April 2022; Ref: scu.266196

A restrictive agreement was challenged. Held (majority): the agreement was in restraint of trade, and so unenforceable, despite the defendants’ failure to plead this defence. Farwell LJ said: ‘In the present case, no circumstances in my opinion could justify such a contract made for the mere purpose of raising prices, with the inseparable incident of depriving the members of the public of the choice of manufacturers, while hoodwinking them into the belief that such choice is open to them.’

Citations:

[1913] 3 KB 422

Jurisdiction:

England and Wales

Cited by:

Appeal from – North Western Salt Co Ltd v Electrolytic Alkali Co Ltd HL 1914
Appeal allowed. The onus of demonstrating that a restraint is reasonable as between the interested parties is on the party alleging it to be so. The Court should be slow to strike down clauses freely negotiated between parties of equal bargaining . .
Cited – Norris v United States of America and others HL 12-Mar-2008
The detainee appealed an order for extradition to the USA, saying that the offence (price-fixing) was not one known to English common law. The USA sought his extradition under the provisions of the Sherman Act.
Held: It was not, and it would . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 12 April 2022; Ref: scu.270734

Corbisa sold maize to Pagnan on cif terms, with extensions, the shipment period ended on 22 August 1965. The sellers failed to ship in time. On 21 September 1965 the parties met and the buyers agreed to accept a consignment on a named vessel if satisfied with its condition on arrival at Venice. Part was in bad condition when it landed, and was rejected. A decree also sequestred part of the cargo for the recovery of freight and premiums advanced and for reimbursement of damages for non-fulfilment. The sellers repaid the advances, and the sequestration was lifted pro tanto, leaving 700 metric tons under sequestration in relation to the claim for damages. The parties went on to agree that the buyers would purchase the rejected goods ex silo Trieste, at a price which the arbitrators found was unduly depressed by reason of the sequestration: so much so that it was below the market price. The arbitrators also found: ‘The purchase of 13 November 1965 formed part of a continuous dealing with the situation in which the buyers found themselves, and was not an independent or disconnected transaction. By such purchase the buyers diminished and mitigated any loss which they might have suffered.’ The arbitrators dismissed the claim. The buyers appealed by case stated. At first instance Roskill J. upheld the award.
Held: The award stood. Section 51(3) was not applied because the buyers had in fact been able to go out into the market and purchase a substitute cargo at a lesser price than the contract price or the market value at the relevant time.
Salmon LJ: ‘The principle of law is that where a buyer wrongfully neglects or refuses to accept and pay for the goods or a seller wrongfully neglects or refuses to deliver the goods to the buyer, the innocent buyer or seller as the case may be may maintain an action for damages for breach of contract. The measure of damage in each case is the estimated loss directly and naturally resulting in the normal course of events from the breach of contract. Where there is an available market for the goods, the measure of damage is prima facie to be ascertained by the difference between the contract price and the market price at the date of the breach: see section 50 and 51 of the Sale of Goods Act, 1893. The two authorities relied on by Mr. Goff do no more than illustrate instances in which the prima facie rule relating to the measure of damage applies. In such cases the innocent party is not bound to go on the market and buy or sell at the date of the breach. Nor is he bound to gamble on the market changing in his favour. He may wait, if he chooses; and if the market turns against him this cannot increase the liability of the party in default; similarly if the market turns in his favour, the liability of the party in default is not diminished. Normally if the innocent party goes on to the market and buys or sells after the date of the breach, this is res inter alios acta so far as the party in default is concerned. The present case, however, is quite different. The purchase of 13 November 1965 was certainly not inter alios acta ; it was between the self-same buyers and sellers who were parties to the contract of 20 May 1965 and it related to the self-same goods that were the subject-matter of that contract. Moreover, as already stated, the tribunal found that it was not an independent or disconnected transaction but formed part of a continuous dealing between the parties; and these findings of fact cannot be challenged in this court. Accordingly the prima facie rule for ascertaining the measure of damages cannot apply because the buyers suffered no loss or damage but instead made a handsome profit in spite of the sellers’ breach.’ and
‘But the buyer cannot have his cake and eat it, as these buyers are seeking to do. They went through the motions of rejecting the goods in October 1965. Indeed they did, in law, reject them. They did so, however, in the confident expectation that, as a result of their rejection and the sequestration order, they would be able to negotiate a new agreement under which they would acquire the goods at a price favourable to themselves. This they did by their purchase of November 13. The price was substantially below the market price and their resulting profit certainly exceeded the difference between the May contract price as varied and the prevailing market price at all relevant times. Damages for breach of contract are awarded for loss suffered. Here the buyers suffered no loss. It is only by looking in isolation at the sellers’ failure to deliver sound goods that the buyers’ claim is even arguable. This failure cannot in my view properly be looked at in isolation because together with the purchase of November 13 which arose out of the situation in which the buyers found themselves, it formed one continuous dealing between the same parties in respect of the same goods. As a result of this dealing, looked at as a whole, the buyers, notwithstanding the sellers’ breach, made a profit and no loss. To allow the buyers’ claim would in my view be contrary alike to justice, common sense and authority. I would accordingly dismiss the appeal’

Judges:

Salmon LJ

Citations:

[1970] 1 WLR 1306

Statutes:

Sale of Goods Act 1893 51(3)

Jurisdiction:

England and Wales

Citing:

Cited – Jamal v Moolla Dawood, Sons and Co PC 3-Nov-1915
The plaintiff claimed damages from the buyer for his failure to accept shares contracted to be taken on a particular date. Two months after that date the sellers began to re-sell the shares on a rising market.
Held: Damages for breach of . .
Lists of cited by and citing cases may be incomplete.

Contract

Updated: 12 April 2022; Ref: scu.242130