Compact Contract

A brief look at topical issues in contract

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

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

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

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

02 October 2020 - Aladdin Benali

In Primus v Triumph, the Court of Appeal looked at whether claims brought by Triumph were claims “in respect of lost goodwill” and so excluded under a share purchase agreement. We covered the first instance decision, offering a case study in breach of warranty claims, last April. By way of summary, having bought shares in › Read More

01 July 2020 - Jason Rix

The  Court of Appeal has confirmed that a provision in an English law facility agreement stating that the borrower would not be in default if “…sums were not paid in order to comply with any mandatory provision of law…” allowed the borrower to avoid making payments where to do so might breach U.S. federal law › Read More

05 May 2020 - Jason Rix

In Gwynt Y Mor Ofto the court found that an indemnity in a sale and purchase agreement for loss “prior to Completion” meant the 6-day period between signing and completion. Accordingly, it did not cover corrosion in sub-sea cables dating back months or years. The defendants sold to the claimants the business of owning, maintaining and › Read More

16 April 2020 - Tessa Pullen

In Teesside Gas v CATS North Sea, the Court of Appeal  takes us step-by-step through the unitary exercise of contractual interpretation. This was a dispute about the amount payable by Teesside Gas to CATS for the right to use part of the capacity of a North Sea pipeline. Teesside Gas contracted with CATS to reserve › Read More

02 March 2020 - Emma Warren

In Donovan v Grainmarket, the High Court held that a joint venture party, to an agreement contained in heads of terms, was entitled to his performance fee, even though he had arguably abandoned the venture. In 2012, the parties entered a joint venture to acquire commercial properties and redevelop them for residential use. The parties › Read More

28 January 2020 - Helen Biggin

In Kabab-ji v Kout Food, the Court of Appeal considered the “estoppel test” from the Supreme Court’s decision in MWB v Rock: a party can be estopped from relying on a no oral modification clause if their words or conduct unequivocally represented that the modification was valid. Kabab-ji argued, unsuccessfully, that provisions of good faith › Read More