In this section I plan to comment on and/or analyse new cases in Contract and The Sale of Goods as they are published on BAILLI.
19th August 2009
Construction of contracts
Stocznia Gdynia SA v Gearbulk Holdings Ltd [2009] EWCA Civ 75
A termination clause in a contract excluded the common law right to treat the contract as discharged on the basis of a repudiatory breach and to claim damages.The court was unwilling to accept that a party would give up common law rights, unless its intention to do so was clear from the terms of the contract.
Construction of Contracts
Chartbrook Limited v Persimmon Homes Limited and others [2009] UKHL 38
The dispute involved a payment due under an agreement. Defective drafting resulted in uncertainty over how a payment should be calculated. The ambiguity resulted in Chartbrook claiming over £3.5 million of the amount Permission argued it was entitled to. The High Court and Court of Appeal decided in favour of Chartbrook by strictly interpreting the language in the agreement. Persimmon appealed to the House of Lords claiming that the contract should be rectified and that the exclusionary rule should not apply.
The House of Lords found the necessary conditions for rectification and on this basis allowed the appeal. However, the House of Lords rejected submissions on departure from the exclusionary rule and upheld an objective approach in the construction of contracts.
s.14(2) sale of Goods Act 1979 KG Bominflot Bunkergesellschaft Für Mineralöle mbh & Co KG -v- Petroplus Marketing AG [2009] EWHC 1088
Mr Justice Field
Goods must be of satisfactory quality under the Sale of Goods Act 1979 and at common law not only on delivery but for a reasonable time thereafter. Note that SOGA Implied terms are classified as conditions and, therefore, any attempt to exclude them can only be achieced by drafting an exclusion clause in specific terms. The main focus was that in any FOB contract, unless stated otherwise, a term is to be implied under section 14(2) of the Sale of Goods Act 1979 that the goods will be of satisfactory quality not only when delivered onto the vessel but also for a reasonable time thereafter. This is supported by the fact that section 14(2) makes "durability" an aspect of "satisfactory quality"
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9th August 2009
Damages
Remoteness of Damage
Transfield Shipping Inc v Mercator Shipping Inc [2008] UKHL 48
House of Lords
The House of Lords reviewed the law relating to remoteness od damage in the Contract, narrowing the approach to be taken in connection with the recovery off damges. Frustration
CTI Group v Transclear SA [2008] EWCA Civ 856
Court of Appeal
The case illustrates the principle that Frustration, as a doctrine, is very narrowly applied. To show frustration it would be necessary to demonstrate that performance of the new contract would be fundamentally different from that originally contemplated. The Court of Appeal also confirmed that frustration can apply to a contract for the sale by description of unascertained goods of a specified origin.
Consideration
Proprietary Estoppel
Yeomans Row Management Ltd v Cobbe [2008] UKHL 55
House of Lords
Offer & Acceptance
Letters of Intent
It is not surprising, given the credit-crunch and severe recession over the past few years, that letters of intent have ben litigated. Contracting parties are more reluctant to bind themselves commercially and seem to be relying on letters of intent. Banks, however, are not that enthusiastic about letters on intent as security.
RTS Flexible Systems Ltd v Molkerei Alois Muller GmBH & Co KG (UK Productions) [2008] EWHC 1087 TCC
Exclusion clauses BIFFA WASTE SERVICES LTD V MASCHINENFABRIK ERNST HESE GmBH [2008] EWHC 6 TCC
High Court
Mr Justice Ramsay summarised the law relating to exclusion or limitation of liability in negligence
8th August 2009
Implied Terms MEDITERRANEAN SALVAGE & TOWAGE
LIMITED v SEAMAR TRADING & COMMERCE INC [2009] EWCA Civ 531
Court of Appeal
LORD CLARKE OF STONE-cum-EBONY MR
LORD JUSTICE RIX
LORD JUSTICE CARNWATH Implied terms - implication under Moorcock - necessity - reasonableness - the application of the test.
Unfair Consumer Contracts
Courts Have A Duty To Decide Whether A Term Is Unfair In Consumer Contracts Whether Or Not Consumers Ask The Court To Rule On That Issue – Pannon v Gyorfi, European Court Of Justice… |
