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Interpretation

The meaning of “payable”

Becky Gardner

In Minera Las Bambas v Glencore, the court considered the meaning of the word “payable” in a tax indemnity. In doing so it emphasised the importance of the documentary context to interpretation and attached less weight to the factual matrix where the contract had been drafted by experienced lawyers. The parties entered into a share purchase Read More

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Shall-ow promises won’t impose an obligation

Finnuala Meaden-Torbitt

In PM Law v Motorplus, the Court of Appeal has found that despite the use of the word “shall” in a contract, no obligation was imposed by it. PM Law, a law firm, and Motorplus, an insurance intermediary, entered into a contract in 2007 for the referral of personal injury claims. The parties had already Read More

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Trade mark licence: termination does not mean the licensor can use

Adrian Dykes

In Holland and Barrett v GNIC, the Court of Appeal considered the interplay between the terms of a trade mark licence relating to exclusivity, termination and revocation of the licensed marks for non-use. The licence was part of a business that Holland and Barrett bought that sold nutritional supplements under the GNC brand. The licence used Read More

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Between Scylla and Charybdis: custodian not liable for circumstances outside its control

Thomas Cusworth

Like Odysseus in Homer’s Odyssey, BNY Mellon had to choose between the lesser of two evils in National Bank of Kazakhstan v Bank Of New York Mellon. While Odysseus faced Charybdis, a dangerous whirlpool, on one side of the Straits of Messina, and on the other Scylla, a monster living in hazardous rocks, BNY Mellon Read More

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Obligation to pay dependent on obligation to transfer title

Ram Mashru

In Doherty v Fannigan Holdings the court held that the obligation to pay in a share sale agreement was a dependent one. The seller could only enforce this obligation if it had performed its part of the bargain: to transfer title in the shares. Mr Doherty and Fannagin Holdings established a joint venture to develop land Read More

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Court determines date of Greek exit from Turkish bank

Shreya Aren

In Aras v National Bank of Greece, the court looked at three incentive fee agreements and determined the date of the exit event triggering the payment and the appropriate currency exchange rate. Set against the backdrop of the Greek economic crisis and a restructuring plan for the National Bank of Greece, the agreements were to Read More

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Discretion is the better part of valour? Condition precedent halts MF Global CVA.

Oliver Rule

In Heis v FSCS, the Court of Appeal stepped in to prevent an innovative Company Voluntary Arrangement, in which a small number of MF Global UK creditors had agreed to buy out the majority for £64m, from coming into effect. The case turned on the meaning of a condition precedent. If there were a “Disputed Read More

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Plus ça change … the Supreme Court rules on the enforceability of “no oral variation” clauses

Richard Farnhill

This morning the Supreme Court handed down its judgment in Rock Advertising v MWB Business. It reversed the Court of Appeal and found that clauses limiting the parties’ ability to vary their contract are binding. A purported variation to the contract that fails to comply with the clause will therefore be ineffective. MWB had rented Read More

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Paint my Ride – contextual interpretation favoured over a literal one

Andrzej O'Leary

In Paintshield Ltd v XPEL Technologies Corp, the High Court favoured a contextual interpretation over a literal one to find that XPEL had not breached an IP licence agreement. Paintshield had licensed to XPEL patterns for paint protection films for the bodywork of cars. These patterns were uploaded by Paintshield to a database owned by XPEL Read More

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Breach of good faith obligation in healthcare services agreement

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

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