C – Certainty
29/5/20
MV PROMOTIONS LTD v TELEGRAPH MEDIA GROUP LTD [2020] EWHC 1357 (Ch)
Considers principles of contractual interpretation especially where there is uncertainty over the identity of a party [16-17], the correction of mistakes by construction [18] and rectification [34]. On the facts the court was satisfied that a rectifiable mistake had been made identifying the counter-party but in the exercise of the court’s discretion, the court declined to order rectification.
5/5/20
QUANTUM ADVISORY LTD v QUANTUM ACTUARIAL LLP [2020] EWHC 1072 (Comm)
Considers whether a clause in a services agreement restraining the defendant from soliciting the claimant’s clients after termination of the agreement was an unreasonable restraint of trade. The court examined the applicable principles [62] - [86]. On the facts, the doctrine did not apply because the agreement provided the opportunity for the defendant to trade rather than restraining an existing business [92]. In any event, the restraint was reasonable [95]. The court also considered principles to be applied in considering whether an agreement is void for uncertainty [122] and estoppel by convention [129]. On the facts, an introducer’s agreement was not void for uncertainty so sums paid under it were not repayable.
6/3/19
GREEN DEAL MARKETING SOUTHERN LTD v ECONOMY ENERGY TRADING LTD [2019] EWHC 507 (Ch)
Heads of terms were held to be a valid contract. The claimant’s breaches of the contract had not been repudiatory. The claimant had lawfully terminated the contract and had been entitled to damages for the defendants own repudiator breach by renouncing the contract. But the contract was an agency contract within the Commercial Agents (Council Directive) Regs 1993 (SI 1993/3053), compensation was payable under the regulations and damages would not be awarded because that would result in double recovery.
1/7/14
EMIRATES TRADING AGENCY LLC v PRIME MINERAL EXPORTS PRIVATE LTD [2014] EWHC 2104 (Comm)
A clause in a contract required the parties to seek to resolve a dispute by friendly discussions in good faith and within a limited period of time before the dispute may be referred to arbitration was unenforceable. The court was not bound by authority to hold that the clause was unenforceable. It was enforceable, but on the facts the required discussions had taken place.
27/3/13
CARILLION CONSTRUCTION LTD v HUSSAIN [2013] EWHC 685 (Ch)
Letters of support addressed by a parent company to directors of a subsidiary stated that the parent would provide financial and business support to the subsidiary to ensure it continued as a going concern. On their true construction the letters did not give rise to obligations enforceable in law. They were only intended to enable the directors of the subsidiary to consider whether it was appropriate for financial statements to be prepared on a going concern basis. They did not purport to be a contract and gave no indication that any consideration had been given. As a result a creditor of the subsidiary had no real prospect of proving that the subsequent withdrawal of support was a transaction intended to defraud creditors within s 423 Insolvency Act 1986. The assertion that there had been a deal to release the parent from liability was based on speculation in the absence any evidence that the companies had ever considered the letters binding.
8/3/13
MRI TRADING AG v ERDENET MINING CORP LLC [2013] EWCA Civ 156
Although a metal supply contract omitted a shipping schedule and some charges, its terms were sufficiently certain to create an enforceable contract. The contract was part of a wider agreement which the parties had been performing. In those circumstances a term could be implied that the shipping schedule and charges were to be reasonable or determined by arbitration in the event of disagreement.
18/5/12
SHAKER v VISTAJET GROUP HOLDING SA [2012] EWHC 1329 (Comm)
A clause in a non-binding letter of intent requiring parties in good faith to use reasonable endeavours to execute and deliver documents, was an unenforceable agreement to agree.