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Implied terms

Crimea river: Russia and Ukraine in bond case

Jason Rix

In Ukraine v Law Debenture, the Court of Appeal refused to imply terms into a trust deed and an agency agreement that Ukraine’s obligation to repay some Eurobonds wouldn’t arise if Russia, the sole noteholder, hindered repayment. Law Debenture (at the direction of Russia) sought summary judgment against Ukraine for non-repayment of Eurobonds. Part of Ukraine’s Read More

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The copyright and wrongs of tax evasion and implied contractual terms

Christopher Cobb

Addressing the copyright in computer software, the High Court saw past the tax advantageous labels applied to a contractual relationship to decide ownership by virtue of an employee/employer relationship or, alternatively, an implied assignment (Sprint Electric v Buyer’s Dream). This post focuses on the first of several contractual agreements in dispute between the parties. Sprint Read More

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A case of no interest whatsoever?

Oliver Rule

In Al Jaber v Al Ibrahim, the Court of Appeal held that interest should not be implied into an oral loan agreement. Back in 2001, the claimant lent USD 30m to the defendants to finance an Arabic 24 hour news channel. The parties never mentioned interest and the arrangement was not documented, and for a Read More

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Implied terms: hindsight not relevant; deleted terms may be

Ben Brooks

Bou-Simon v BGC Brokers is a reminder from the Court of Appeal that you can’t imply a term just because, in hindsight, it makes sense to. The test is much more stringent than that. Also, deletions from a previous draft of a contract may negative the implication of a term in the form of deleted words. Read More

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Mocha-Mamas, implied terms and entire agreement clauses

David Siesage

In Hipwell v Szurek, the Court of Appeal considered an entire agreement clause and implied a term into a lease making the landlord responsible for the installation and maintenance of electric wiring. Ms Szurek rented premises from Mr Hipwell, which she ran as a café called Mocha-Mamas. One year into the lease, Ms Szurek began Read More

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Fetter not risk it: avoiding penalties and curtailing contractual rights

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

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Implied terms: nightmare on Kensington High Street

David Siesage

In Clin v Walter Lilly, the Court of Appeal held that it was necessary to imply a term into a construction contract to deal with planning permission. Mr Clin had contracted with Walter Lilly to create a single house from two adjoining properties in Kensington – a project that would involve extensive demolition, reconstruction and Read More

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Powder-tools for construction and termination

Alex Woolgar

The Court of Appeal decision in Kason Kek-Gardner Limited (KKG) v Process Components Limited (PCL) covers, first, what extrinsic evidence is relevant to construction and, second, what limitations can be implied into a confidentiality undertaking? PCL bought assets (including intellectual property) relating to certain businesses of Kemutec Powder Technologies, as Kemutec entered administration. Ten days Read More

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Implying an obligation to indemnify: the Jersey law perspective

William Palmer

In First Names v IFG, the English High Court determined that, under Jersey law, a company’s implied obligation to indemnify an employee will arise where it is considered necessary to ensure the employee’s employment contract is not futile, inefficacious or absurd. First Names was incorporated in Jersey and provided corporate and trust-management services. As part Read More

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Contractual right or discretion? How to tell the difference and why it matters.

Jason Rix

Richard Hooley gave Allen & Overy a talk about “contractual discretions” versus contractual rights. It is a topic we have covered a number of times on this blog and, one which still the courts are grappling with. Richard covered a lot of ground; below I highlight a few practical points he drew out. Contractual discretion has Read More

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