Compact Contract

A brief look at topical issues in contract

02 December 2020 Alexandra Pedder

In Fairlight v Sotheby’s, the Court of Appeal considered whether a line of authorities relating to sub-agency could be applied to preclude privity of contract between the parties, and to excuse Fairlight from returning proceeds received from the sale of a painting which had been rescinded on authenticity grounds. The facts were as follows: Fairlight › Read More

01 December 2020 Natalie Kaminski

The Court of Appeal has held that a judge had “seriously undervalued” the force of using “subject to contract” wording in written correspondence between solicitors. Joanne Properties v Moneything Capital echoes what the courts have held for over a hundred years; the effect statement is that the matter remains in negotiation until a formal contract › Read More

24 November 2020 Aashna Agarwal

The Court of Appeal has briefly considered the old chestnut of the admissibility of pre-contractual negotiations as an aid to interpreting an agreement: Morris Homes v Cheshire West and Chester Council. Morris and the Council had entered into an agreement under which Morris had to pay the Council a percentage of its sales revenue in › Read More

23 November 2020 Hannah Pye

The Court of Appeal has confirmed, if confirmation were needed, that no term may be implied into an agreement where that implied term conflicts with the express wording of that agreement, even if the result may seem harsh: Joseph v Deloitte. Joseph was an equity partner at Deloitte and had been issued, by the board, › Read More

16 November 2020 Philippa Richards

Should I include an express and general duty of good faith in my shareholders’ agreement? The answer to this depends, of course, on the circumstances and who you’re acting for. What is important is to appreciate the consequences of doing so. This may be demonstrated by a High Court decision from the summer relating to an › Read More

28 October 2020 Jason Rix

Back in March, Karen Birch and I seemed to spend much of our waking hours fielding urgent and complex Covid-related legal queries. In the wake of that immediate surge, Karen reflected that, at least from a legal perspective, there seemed to be a number of themes to what happens in crisis, and that we ought › Read More

26 October 2020 Claudia Barry

In Energy Works v MW High Tech Projects the court examined the distinction between assignment and novation, and considered whether “damage” was the “same” for the purposes of the Civil Liability (Contribution) Act 1978. Energy Works, the purchaser, and MW High Tech, the main contractor, signed an EPC contract relating to a “fluidised bed gasification › Read More

20 October 2020 Rhona Egerton

A party did not waive its right to rely on a “performance relief” provision by temporarily continuing to perform by alternative means: Delta Petroleum v BVI Electricity Corp. BVI Electricity contracted to buy fuel from Delta. The agreement contained a “performance relief” provision, allowing Delta to claim relief from further performance should the refinery from › Read More

19 October 2020 Elizabeth Wall

Last week a judgment on preliminary issues was handed down in Travelport v WEX, the first Covid-related Material Adverse Effect, or MAE, dispute to come before the English courts. The judge found in favour of the buyer, and interpreted “industry” widely (as the entire B2B payments industry, rather than “travel payments industry”) for the purpose › Read More

15 October 2020 Tomasz Hara

In BIG, Burgess and others v Smith and others, the court applied the reflective loss rule, as recently restated by the Supreme Court in Marex: in circumstances where a shareholder and their company have concurrent claims in relation to the same loss, the shareholder’s loss is not recognised in law as having an existence distinct › Read More