The Court of Appeal has held that a letter sent by a party to a share purchase agreement did not constitute a notice of a claim under tax covenants in the agreement. The result was that the claim was not properly notified within the contractual time limit and was therefore time-barred: Stobart Group Ltd & … Read more
The Court of Appeal has upheld a decision granting rectification of two deeds on the basis that they did not reflect the parties’ subjective common intention: FSHC Group Holdings Ltd v GLAS Trust Corporation Ltd [2019] EWCA Civ 1361. This is an important judgment which establishes, at Court of Appeal level, the test for rectifying … Read more
All too often, a term might seem perfectly clear to the parties when the contract is agreed, but a dispute later arises as to how it is meant to apply in the circumstances that have come about. If the parties cannot resolve the issue, the court may be called on to interpret the contract. Where … Read more
The Court of Appeal has held that a charterer was liable for substantial damages for its failure to make shipments of iron ore pellets under a shipping contract, where the charterer was unable to perform the contract due to a dam burst: Classic Maritime Inc v Limbungan Makmur SDN BHD [2019] EWCA Civ 1102. The court … Read more
The Court of Appeal has recently upheld a first instance decision that there was a binding agreement to vary a settlement agreement: Simantob v Shavleyan [2019] EWCA Civ 1105. The claimant argued that there was a lack of consideration for the variation, as the defence which the defendant had agreed not to pursue was without merit … Read more
The High Court has held that a purchaser was entitled to an award of damages amounting to the full purchase price under a share purchase agreement (“SPA”), where the sellers were found in breach of warranty relating to the accounts of the target company: 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm). … Read more
The Court of Appeal has held that an exclusive jurisdiction clause in a settlement agreement between an employer and employee was not effective to give jurisdiction to the chosen court. The dispute related to an individual contract of employment and the jurisdiction agreement had not been entered into after the particular dispute had arisen, as … Read more
The Court of Appeal has upheld a decision that a share purchase agreement and disclosure letter should be rectified, with the effect that the defendant sellers of two property development companies gave an unqualified warranty that the companies owned certain freehold properties. In fact, those properties were owned by another of the defendants’ companies which … Read more
