The court considered the implication of a term which would prevent an employer selling a subsidiary so that employees of the subsidiary who had rights under the group share option scheme ceased to be employees for the purpose of that agreement. It rejected an argument of such an implied term as it was not necessary to give business efficacy to the option and lacked commercial reality. There was no general principle of English law that parties to a contract could not take advantage of their own acts to avoid their obligations unless the party was in breach of a duty owed to the other contracting party. The fictional fulfilment of conditions precedent is no part of English law.
Judges:
Scott J
Citations:
[1988] Ch 231
Citing:
Explained – Inchbald v Western Neilgherry Coffee, Tea and Cinchona Plantation Co Ltd 1864
The damages for breach of contract for prevention of the fulfilment of a condition will take into account the chance that, irrespective of the breach of contract, the condition would not have been fulfilled anyway. . .
Cited by:
Considered – Micklefield v SAC Technology Ltd 1990
A Share Option Scheme provided that the option could not be exercised if the option holder ceased to be an executive ‘for any reason’. The employer dismissed Mr Micklefield wrongfully, so that he ceased to be an employee before he was able to . .
Cited – Tesco Stores Limited v Pook, Pook, Universal Projects (UK) Limited ChD 14-Apr-2003
A trustee in breach of his duty has a duty to disclose that breach. It was alleged that the defendants, including a director of the claimant, had submitted false invoices to the claimants, and purchased property with the resulting profits.
Cited – Taylor v Rive Droite Music Ltd ChD 6-Jul-2004
The claimant music producer and songwriter had entered into a publishers agreement with the defendant, agreeing to work for it. He now sought to be free to work for another company. The factual background was unclear, and the contract documentation . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 29 April 2022; Ref: scu.194866