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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The meaning of “payable”

Jason Rix

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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