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Interpretation

Take care: is your “agreement” only an agreement to agree?

Bethany Gregory

In Morris v Swanton Care, the Court of Appeal held that an earn-out provision in a share purchase agreement contained an unenforceable agreement to agree. When Morris sold shares in a residential care business to Swanton, the parties included an earn-out mechanism in the share purchase agreement to enable him to receive deferred consideration. This Read More

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EUR wrong: when sterling means euros

Kerry Chan

In McDonagh v Bank of Scotland, there was a loan for “Seven Million Five Hundred Pounds [sic] (£7,500,000) to be drawn down in Euros”. The High Court used interpretation rather than rectification to fix the unhappily drafted agreement, since to “remove words from a written contract and then to interpret the contract without those words Read More

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contractual Interpretation: check your Capitals to protect Your capital!

Claudia Barry

In Hopkinson v Towergate, the Court of Appeal deployed correction by way of interpretation to fix drafting errors. Hopkinson and Howard sold a company to Towergate. The company gave financial advice to retail customers. Following FCA reviews, significant compensation was payable to the customers for the period where the sellers owned the company. Towergate claimed Read More

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Is de-Hoffmannisation now complete?

Jason Rix

Last month Edwin Peel came to talk to us about developments in contract law. A chunk of the presentation was about interpretation and what he coined its “de-Hoffmannisation”.* We now know, following Wood v Capita, that: “The court’s task is to ascertain the objective meaning of the language which the parties have chosen to express their agreement. Read More

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Parental guidance: how to guarantee the construction of an indemnity clause

Claudia Barry

In GPP v Solar the court offers guidance on distinguishing a guarantee from an indemnity, and holds that two equitable principles of guarantee law do not apply to indemnities. GPP, as employer, entered into Engineering, Procurement and Construction contracts with a (now insolvent) contractor. Solar, parent of the contractor, was sued by GPP as guarantor Read More

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Pay less notice valid despite only cross-referencing basis of sum

Nathalie Burn

In S&T v Grove Developments the Court of Appeal held that Grove’s “pay less notice” was valid despite it only cross-referencing, rather than attaching, a spreadsheet detailing its sum. The court felt this could not give rise to any misunderstanding in the mind of a reasonable recipient standing in the shoes of S&T. Section 111 (4) of Read More

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Terminations 2: Summary Judgment Day

Georgina Thomson

In Vannin Capital v RBOS Shareholders Action Group the court held, by way of summary judgment, that Vannin’s termination notice extended to both the litigation funding agreements in place with the shareholders and not just one as Vannin contended. Litigation funder Vannin Capital  had entered two funding agreements with the RBOS shareholders: one for GBP 1.5m and Read More

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Licence to kill: football merchandising agreement “undone” by High Court

Natasha Rao

In SDI Retail v Rangers Football Club, the High Court held that Rangers FC should not have entered into a merchandising agreement with a third party without giving Sports Direct, the existing licensee, an opportunity to match the third party’s offer (under the terms of the licence). The main question was whether a requirement that Read More

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Italian aviation claim grounded following High Court jurisdiction ruling

Becky Valori

In Airbus v Generali Italia, the High Court held that Alitalia’s insurers were bound by an exclusive jurisdiction clause in favour of the English courts in an agreement between Alitalia and Airbus. The proceedings arose out of an incident in 2013 where an aircraft leased by Alitalia was required to make an emergency landing due Read More

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No general principle of interpretation for shareholders’ agreements

Kerry Chan

In Rusal v Crispian and Whiteleave, the High Court held that the principle of interpretation which applied to a private company’s articles of association – that the right to transfer shares could only be restricted by clear words – would not generally apply to shareholders’ agreements. The central issue was whether Crispian had validly commenced Read More

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