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Welcome to Compact Contract, a blog where experts from Allen & Overy analyse the latest contract law themes and developments, and what they mean for your business.
23 October 2019 Jason Rix
In a recent decision, upholding a refusal to grant summary judgment, the Court of Appeal held that an entire agreement clause and an exemption clause were ineffective to prevent a Quincecare duty arising or to exclude liability under that duty. In simplified form, a Quincecare duty means that a bank must not make a payment › Read More
30 September 2019 Briony Langley-Miles
In Lamesa v Cynergy, the High Court clarified the meaning of “in order to comply with any mandatory provision of law” in an English law governed facility agreement, allowing the borrower to avoid making payments where to do so might breach U.S. federal law imposing secondary sanctions. Lamesa, acting as lender, was a Cypriot company › Read More
26 September 2019 David Rowlands
In UTB v Sheffield United, the court resolved a dispute between the two shareholders of a company operating a football club. It ordered specific performance so that one shareholder, SUL, had to sell its 50% shareholding to the other, UTB, pursuant to the exercise of a call notice. The shareholders had entered into an investment › Read More
24 September 2019 Bethany Gregory
In Lehman Brothers v Exotix Partners, the parties to an oral trade in Peruvian government global depository notes were both mistaken as to their value, resulting in the buyer receiving a windfall which it was effectively ordered to repay. Lehman Brothers and Exotix, a securities broker, entered into a trade by telephone on a recorded › Read More
20 September 2019 Sykes Mitchell
In Sumitomo Mitsui Banking Corporation v Euler Hermes, an assignment was not effective where a requirement for a confirmation had not been waived in compliance with a “no waiver” provision; but a power of attorney saved the day. As part of a public private partnership scheme for the construction of a waste treatment facility in › Read More
19 September 2019 Senem Cilingiroglu
In Brown v Bray and Sharp, Brown, a minority shareholder, applied for relief under section 994 of the Companies Act 2006, claiming Bray and Sharp, who were majority shareholders, had unfairly prejudiced the company’s affairs by breaching a contractual duty of good faith. The parties were directors as well as shareholders. Eventually, their relationship deteriorated. › Read More
16 September 2019 Claudia Barry
In NHS v Vasant, the Court of Appeal held that a contract had been validly varied and so the NHS could not terminate contractual arrangements under which dentists supplied Intermediate Minor Oral Surgery (IMOS) services. Three dentists supplied general dental services to the NHS each under a GDS contract agreed in 2006. This contained an › Read More
11 September 2019 Briony Langley-Miles
In Zedra Trust Company v The Hut Group, the High Court found that a term could be implied into a share purchase agreement in relation to the provision of an auditors’ report. Zedra had sold the entire issued capital of Cend to The Hut Group. The share purchase agreement contained a mechanism for the seller › Read More
09 September 2019 Godwin Tan
In Ohpen v Invesco, the High Court held that the parties’ contractually agreed alternative dispute resolution procedure operated as a condition precedent to litigation. As a result, court proceedings were stayed to allow mediation to take place. Invesco engaged Ohpen to develop a platform for investments. The contract included a multi-tiered dispute resolution procedure. The › Read More
09 August 2019 Hershil Kotak
In Stobart Group v Stobart and Tinkler, the Court of Appeal clarified the approach to interpreting a unilateral notice given under a contract. Stobart and Tinkler had sold Stobart Rail to Stobart Group under a share purchase agreement which included two related, but distinct, notice provisions about tax: Paragraph 7 required Stobart Group to notify › Read More