Openwork Ltd v Forte

Openwork Ltd v Forte

The clawback provision, though lacking an explicit formula, was sufficiently certain as it identified the relevant factors (amount invested, amount withdrawn, length of time invested) and the parties’ intent was clear. The judge was correct to apply a straight-line calculation to give effect to the provision. Openwork proved on the balance of probabilities that it had repaid the commission to Sterling, entitling it to clawback from Mr Forte.

Parties
Claimant/respondent: Openwork Limited; Defendant/appellant: Alessandro Forte
Jurisdiction
England and Wales
Judgment Date
18 April 2018
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Certainty of Contractual Terms, Enforceability of Clawback Provisions, Evidence of Payment
Contract Law Certainty of Contractual Terms Enforceability of Clawback Provisions Evidence of Payment

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 12 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Openwork Limited

Claimant/respondent

Alessandro Forte

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the clawback provision in the contract was sufficiently certain to be enforceable
  2. 2 Whether Openwork had repaid its share of the commission to Sterling, entitling it to clawback from Mr Forte

Ratio Decidendi

The clawback provision, though lacking an explicit formula, was sufficiently certain as it identified the relevant factors (amount invested, amount withdrawn, length of time invested) and the parties’ intent was clear. The judge was correct to apply a straight-line calculation to give effect to the provision. Openwork proved on the balance of probabilities that it had repaid the commission to Sterling, entitling it to clawback from Mr Forte.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.
  • Application to admit fresh evidence is refused.