R – Rectification
19/6/20
UNIVAR UK LTD v SMITH [2020] EWHC 1596 (Ch)
Summarises principles of rectification [195] including the distinction between a mistake as to the legal effect of words used in a document in contrast with the commercial or fiscal consequences of a mistake, the need for convincing proof and the modified effect of these requirements in the context of rectification of pension scheme rules. Also considers principles of estoppel by convention [349]. On the facts, the rectification claim succeeded so that provisions for inflation-linked pension increases based on the Retail Prices Index were effectively based instead on the Consumer Prices Index.
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.
19/6/19
SEAFOOD SHACK LTD v DARLOW [2019] EWHC 1567 (Ch)
Considers whether an alleged misnomer of a party in a document can be cured through the process of construction [30] or rectification [43]. On the facts, neither was possible.
30/11/18
McDONAGH v BANK OF SCOTLAND PLC [2018] EWHC 3262 (Ch)
On its proper interpretation a loan agreement required payment in Euros, not in Sterling as the claimant had argued. Had it been necessary, the agreement would have been rectified to that effect. A subsequent agreement had been effective to vary the terms of the loan agreement without any further draw down and a claim to set aside the subsequent agreement for economic duress failed, as did a claim for damages for intimidation. The bank had done nothing illegitimate, inequitable or unconscionable [119]. A further claim that receivers acted in breach of duty in selling the security for the loan as part of a portfolio of properties belonging to other borrowers, also failed. Although accounting issues might arise as to the correct apportionment of the proceeds of a portfolio sale, no claim for an account had been made [132]. A portfolio sale would not necessarily involve a breach of duty so long as the receivers reasonably considered such a sale was in the best interests of the mortgagor [149] as well as being in the interests of the mortgagee. On the facts, the receivers had satisfied that test in this case [193].
12/9/17
The court allowed a claim to rectify a settlement. The court summarised the principles of rectification generally [25] and in relation to rectification of voluntary settlements [26].
23/7/15
EQUITY SYNDICATE MANAGEMENT LIMITED v GLAXOSMITHKLINE PLC [2015] EWHC 2163 (Comm)
Rectification ordered of an insurance contract. Applicable principles summarised [22].
3/9/13
LIBERTY MERCIAN LTD v CUDDY CIVIL ENGINEERING LTD [2013] EWHC 2688 (TCC)
A construction contract could not be read as if the contractor was not the company named in it, nor would it be rectified to have that effect. The fact that a tender and letter of intent had named a different associated company and that company had started the work, was not enough to establish a mistake. The named contractor had been existence (all be it dormant) at the time of the contract and had understood the intention to be that there was to be a change making it the named contractor. But following termination of the contract the contractor remained liable to procure a guarantee, bond and warranties as those provisions survived termination, and the contractor was liable for breach of them.
6/8/13
AHMAD v SECRET GARDEN (CHESHIRE) LTD [2013] EWCA Civ 1005
Summarises requirements for rectification in a case where both parties were mistaken about the effect of their agreement. On the facts rectification of a lease had been properly ordered where the parties had intended the lease to include terms set out in an earlier written agreement.
27/3/13
DAY v DAY [2013] EWCA Civ 280, [2014] Ch 114
A solicitor, acting under a power of attorney for a mother, transferred a property into the joint names of the mother and the defendant. The mother’s executors succeeded in a claim to rectify the transfer to provide that the property was held on trust for the mother. In cases of voluntary transfer only the subjective intention of the settlor is relevant in establishing that a mistake was made. The mother had not intended to confer a beneficial interest on the defendant. The fact that the solicitor had been authorised to execute the transfer was irrelevant. In concluding that it was unjust for the defendant to retain the benefit, the court could take into account the defendant’s later conduct in concealing the transfer.
12/2/13
LLOYDS TSB BANK PLC v CROWBOROUGH PROPERTIES LTD [2013] EWCA Civ 107
A Tomlin Order was rectified. The parties had mistakenly assumed that security held by the bank covered both the liabilities of the principal debtor company and guarantors of the company's liabilities, so that the security would remain in place to secure the company's liabilities even after the guarantees were released in return for an agreed payment. In fact the security had only covered the guarantors' liabilities, so it would be discharged by the agreed payment. The parties could have achieved the intended result without the grant of new security but by agreeing that the security would be sold and the proceeds applied to discharge the company's borrowing.
28/11/12
DREAM DOORS LTD v LODGE [2012] EWCA Civ 1556
In a rectification claim the court will look not just at the circumstances immediately surrounding the signature of a document but the whole of the discussions leading up to the drafting of the document.
9/5/12
SCOTTISH WIDOWS FUND & LIFE ASSURANCE SOCIETY v BGC INTERNATIONAL (FORMERLY CANTOR FITZGERALD INTERNATIONAL) [2012] EWCA Civ 607
Rectification was refused where provisions in a lease were bespoke and had been drafted by experienced solicitors.