May 2018
24/5/18
ST VINCENT EUROPEAN GENERAL PARTNER LTD v ROBINSON [2018] EWHC 1230 (Comm)
Considers the right of a mortgagor to redeem a mortgage by tender [56]. Mortgaged property is not to be treated as having been redeemed in the event of wrongful refusal of a tender without a payment into court. The tender must also be unconditional [60]. It is at least arguable that an unconditional offer to pay by means of a bank transfer would constitute a valid tender [61]. Also considers the rule against recovery of company losses by a shareholder (reflective loss) [67] and the exception allowing recovery where the wrong done to the company has made it impossible for the company to pursue its cause of action against the wrongdoer: Giles v Rhind (2002). On the facts the claims could not succeed and were summarily dismissed.
16/5/18
MWB BUSINESS EXCHANGE CENTRES LTD v ROCK ADVERTISING LTD [2018] UKSC 24
Parties can bind themselves to a specified method for making any subsequent variation of a contract. The parties are taken to have agreed that purported variations which do not comply with the relevant conditions are invalid. A “no oral modification” clause therefore prevents an oral variation taking effect. If a party acts on the contract as if it had been varied, there may be an estoppel preventing reliance on the clause but this is likely to require words or conduct unequivocally representing that the variation was valid and something more than the informal promise itself. An entire agreement clause also prevents reliance on a collateral agreement modifying the agreement which contains the clause, unless the collateral agreement is capable of operating as an independent agreement, and is supported by its own consideration, in which case most standard forms of entire agreement clause will not prevent its enforcement.