Compact Contract

A brief look at topical issues in contract

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

08 October 2020 - Jason Rix

In Apache North Sea v Ineos, the court considered a provision that a party must “not unreasonably withhold its consent”. Apache wanted to amend part of an agreement with Ineos for transporting and processing hydrocarbons. It asked for Ineos’ consent to do so. Ineos said it would agree if Apache changed a tariff under the agreement. › Read More

17 July 2020 - Jason Rix

In Cathay Pacific v Lufthansa, the High Court found that an option in an engine maintenance agreement: (1) was not subject to an implied duty to be exercised rationality, (2) even if it were, there was no breach, (3) nor was the agreement a “relational contract” subject to an implied duty to act in good › Read More

11 May 2020 - Bianca Vasilache

In UK Acorn v Markel, the High Court implied a term that Markel should act rationally where something needed to be demonstrated to its “satisfaction”. UK Acorn, a bridging finance lender, obtained two judgments against a surveyor for negligent overvaluations. It sought to recover from Markel, the surveyor’s insurer. Markel tried to avoid paying by › Read More

09 March 2020 - Pierre-Baptiste Chipault

In Russell v Cartwright, the High Court held that there was no implied obligation of good faith in a joint venture agreement since the traditional tests for implication of contractual terms were not satisfied. Nor were there fiduciary obligations, as the contractual relationship was not fiduciary in nature. Three years after a joint venture for › Read More

05 February 2020 - Jason Rix

A couple of recent cases have looked at the vexed questions of contractual discretion and good faith. In both, the arguments have been unsuccessful (thankfully, given the facts). But the appetite for raising these arguments does not seem to have abated. In Morley v RBS, a property developer defaulted on a loan and claimed damages › Read More

23 January 2020 - Natalie Kaminski

In proceedings over disputed commission payments, the High Court found no implied obligation of good faith in a contract between an independent financial advisor, Mr Wales, and his client, CBRE the property management business: Wales v CBRE. The contract related to Wales’ advisory services about a group pension scheme, under which CBRE’s employees obtained pensions › Read More

12 November 2019 - Oliver Rule

[It’s rare for a contract case to be covered by talkSPORT, ESPN, or The Sun, nevermind one concerning good faith. But in case you’ve missed their coverage, with thanks to ardent LFC supporter Oli Rule, here’s Compact Contract’s take on New Balance v Liverpool. Or, as the court put it, “This is (another) dispute about › Read More

26 September 2019 - David Rowlands

In UTB v Sheffield United, the court resolved a dispute between the two shareholders of a company operating a football club. It ordered specific performance so that one shareholder, SUL, had to sell its 50% shareholding to the other, UTB, pursuant to the exercise of a call notice. The shareholders had entered into an investment › Read More

19 September 2019 - Senem Cilingiroglu

In Brown v Bray and Sharp, Brown, a minority shareholder, applied for relief under section 994 of the Companies Act 2006, claiming Bray and Sharp, who were majority shareholders, had unfairly prejudiced the company’s affairs by breaching a contractual duty of good faith. The parties were directors as well as shareholders. Eventually, their relationship deteriorated. › Read More