Compact Contract

A brief look at topical issues in contract

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

22 March 2019 - Jason Rix

In Bates v Post Office the court has implied a duty to act in good faith into a contract on the basis of it being relational. This dispute is between 550 claimants, most sub-postmasters, and the Post Office. It concerns Horizon, an electronic point of sale and accounting system. The claimants say defects in Horizon › Read More

05 March 2019 - Jason Rix

In this article for the Commercial Litigation Journal I run through the recent cases looking at decision-making provisions in contracts and I suggest how best to interpret them and also offer some tips for drafting.   (Also available at www.lawjournals.co.uk.) › Read More

11 February 2019 - Bethany Gregory

In Dymoke v Association for Dance Movement Psychotherapy, the court held that an organisation breached an implied duty of procedural fairness by terminating an individual’s membership without informing them of the substance of criticisms made against them or providing any opportunity to respond or to address the potential termination. Dymoke taught an MA course which › Read More

30 January 2019 - Saniya Sharma

In Lord Chancellor v Blavo & Co, the court held that “reasonably considers” meant acting rationally. Blavo had entered into a contract with the Lord Chancellor under a scheme to provide legal aid services to clients in relation to mental health law. Blavo could claim its legal fees from the Lord Chancellor and the Legal Aid › Read More

07 December 2018 - Jason Rix

In UBS AG v Rose Capital the court held that a bank’s entitlement to call for repayment of a loan was an absolute right and not a contractual discretion. Rose Capital had mortgaged a property to UBS as security for a loan. The agreement stated “…we [UBS] shall be entitled at our absolute discretion to require repayment › Read More

22 May 2018 - Jason Rix

In Rosalina v New Balance the court found that, having considered the full run of communications, the parties only intended to be bound when all parties had signed.  As they had not, there was no binding agreement. An attempt to rely on an open-end duty to negotiate in good faith was void for uncertainty. Under a › Read More

26 April 2018 - Jin Ooi

In Health & Case Management Ltd v The Physiotherapy Network, the court held there was no contractual obligation on HCML to make a certain number of referrals.  However, HCML had breached its good faith obligation by using TPN’s data to set up a rival network. Below I have picked out the court’s findings on the provisions in › Read More

29 March 2018 - Jason Rix

Last week, Richard Hooley gave one of his regular talks on recent developments in banking and finance law. Below I have set out a couple of knotty contractual issues I noted down: “Clever” (or careful) drafting may stop a clause being a penalty (Holyoake v Candy). A requirement to pay a redemption amount on voluntary early › Read More

22 March 2018 - Sophie Nettleton

The High Court (Leggatt LJ) has implied a duty of good faith into an oral joint venture, which it has classified as a “relational contract”. Building upon his use of the term in Yam Seng, Leggatt LJ defined a “relational contract” as one where “the parties are committed to collaborating with each other… in ways › Read More