I overpaid because you lied to me
Nov 2018 I’m not into football much myself but this recent Court of Appeal case relating to the sale of Nottingham Forest FC raises interesting non-football-related legal issues about how sellers can try to wriggle free from being liable for making lies which persuade buyers to buy.
Rectification – last resort (or, the ruthless world of property development…)
July 2018 A recent case is a rare example of where the contract was quite clearly worded, so the courts couldn’t use their powers of interpretation to get a fair result, but managed to do it using the equitable remedy of rectification.
Court backs clawback clause
July 2018 Where a clause in a business contract is badly worded, judges will generally try to reach a decision as to what it intended to say. They would prefer to do this than to rule that the clause is meaningless and should be ignored completely. After all, presumably the parties to the contract meant it to mean something, otherwise they wouldn’t have put the clause in...
Meaning of ‘good faith’
28/6/18 Whilst it might make things a bit less commercially certain, my personal preference would be to insert a general duty of good faith into any contract. You can then rely on the English courts’ sense of fair play as to what this means. As with anything else, the case law on this (ie the law set out by a succession of cases in courts over time) will keep developing. The most important case law is set out by the Supreme Court and below that the Court of Appeal, because precedents they set have to be followed by lower courts. Cases at the Commercial Court are less important, but still help to set the tone...
What has good faith to do with a legal business contract?
28/6/18 English law has traditionally favoured the ability of businesspeople to negotiate whatever contracts they want in pursuance of their commercial interests, even if they manage to get the wording of the contract done in such a way as allows them to shaft the other guy. The argument is that it is better to have a contract which gives commercial certainty even if it might be unfair or has loopholes which can be abused...
The importance of checking your contracts
12/6/18 3 related articles here...Whilst it’s nice to be able to put a written business contract away in a drawer once it’s been negotiated and signed, a few recent cases highlight the importance of making sure you carefully read and follow any procedures they may provide for.
Pre-packs – administrators’ duties
March 2018 IP nicks phoenix fee: If you know you have a potential conflict of interest you should try all the harder not to be adversely influenced by it. When marking team squash matches I tend as a result to give more decisions in favour of the opposition. Playing a cricket match I once in my stint as umpire gave a hat-trick (nearly) of LBW decisions against my teammates. The last of them was a close combat instructor for the marines who gave me the 1,000 yard stare in the bar for the rest of the evening. I now try to avoid umpiring whenever I can...
How discretionary is a discretion?
March 2018 In this recent case, Watson was a director of a company which provided services to Watchfinder, which trades luxury pre-owned watches. Watchfinder granted Watson an option to buy shares in it. The option said that ‘The Option may only be exercised with the consent of a majority of the board of directors of the Company’ (ie Watchfinder). Watchfinder said that this meant that the board had an unconditional right to veto the exercise of the option. What did the court say?...
How much do professional advisers have to care for their clients?
Jan 2018 Professional advisers out there will be pleased to know that a number of recent cases have confirmed that they do not have to care too much about their clients. In one recent High Court case,..
Unfair contract terms – or not
Jan 2018 A syndicate of lenders used an industry standard facility agreement provided by the Loan Market Association (‘LMA’) with a borrower (a Nigerian oil explorer and producer). Some of the terms were changed by negotiation. One that wasn’t was a clause saying that the borrower had no right of set off against amounts claimed by the lenders. Things went wrong and the borrower wanted to set off claims it had against the lenders against the monies the lenders wanted to recover. ..