Misc

You haven’t bought my silence: confidentiality not a condition of settlement.

Abigail Holmes

In Duchy Farm v Steel the High Court upheld a County Court decision that a confidentiality clause in a settlement agreement was not a condition of the agreement, and a breach of confidentiality by Steel therefore did not absolve Duchy Farm of the obligation to pay settlement monies. Duchy Farm and Steel settled an employment Read More

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On notice – SPA tax claim unenforceable as inadequate notice given

Edward McCullagh

A tax indemnity claim under a share purchase agreement was unenforceable because inadequate notice was given (Dodika v United Luck). The buyers gave notice of their claim by solicitors’ letter. However, that notice was inadequate, as it did not provide reasonable detail of the matter giving rise to the claim. The letter (sent shortly before Read More

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“Ipso facto” clauses will no longer bee the obvious route out

Emma Keeling

Yesterday, the Government’s Corporate Insolvency and Governance Bill, described by our restructuring team as the most significant insolvency reforms in the UK for a generation, passed through the House of Commons. For a full analysis see their bulletin here. In this post I will focus on so-called “ipso facto” clauses, ie clauses which allow termination Read More

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The principles for a disclosed principal

Godwin Tan

In Filatona v Navigator, the Court of Appeal held that a disclosed principal was entitled to bring a claim under a contract signed on their behalf between their agent and a third party. While the “terms and surrounding circumstances of the contract” may exclude a principal from the contract, the threshold to meet is exceptionally Read More

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Problems with no set-off clauses: prevention is better than cure

Philip Carstairs

In TMF Trustee v Fire Navigation, the court held that a no set-off clause did not stop borrowers from relying on the “prevention principle” namely that the alleged breach was caused by the lenders. Set-off is a common law right that a debtor has to net obligations it owes to a creditor off against obligations Read More

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Pre-contractual negotiations: rarely a gold mine

Tomasz Hara

The Court of Appeal in Merthyr (South Wales) Limited v Merthyr Tydfil County Borough Council provides a concise restatement of the circumstances in which pre-contractual negotiations may (and may not) assist in construing a contract. The case concerned the interpretation of an escrow agreement under which the mining company had to pay funds into an Read More

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Lawful pressure in contractual negotiation: Duress-t in peace

Senem Cilingiroglu

In Times Travel v Pakistan International Airlines, the Court of Appeal held there was no duress where an airline used lawful pressure to achieve a result to which it genuinely believed itself to be entitled, even when it lacked objectively reasonable grounds for that belief. Times Travel sold tickets to flights operated by the airline. Read More

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What you don’t know can help you – contracts and rights of third parties

Richard Farnhill

The Court of Appeal has found that a third party beneficiary under the Contracts (Rights of Third Parties) Act 1999 can enforce an agreement entered into for its benefit, even if it was unaware of that agreement at all relevant times prior to commencing proceedings under it (Chudley v Clydesdale Bank). Arck LLP was incorporated Read More

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Inducing breach of contract? Don’t “discount” knowledge and intention!

Muir MacKean

Can a party tortiously induce a breach of contract without sufficient knowledge and intention? “No”, as confirmed in The Beans Group v MyUniDays – but liability may arise if activity continues knowingly and after notification of the breach. MyUniDays, which offers “Student Verification Technology” to companies providing student discounts, entered into contracts with an online Read More

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Estate agent’s commission: Supreme Court on binding agreements and implied terms

Jason Rix

This morning the Supreme Court found, overturning the Court of Appeal, that a short telephone call was enough to create a binding agreement between an estate agent and his client, even though the trigger event for the commission had not been specified (Wells v Devani). There were very different accounts of the crucial phone call. Read More

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