Lupofresh Ltd v Sapporo Breweries Ltd

Lupofresh Ltd v Sapporo Breweries Ltd

The contracts were governed by Japanese law, not English law, as there was no express or implied choice of English law and the contracts were most closely connected to Japan. Under Japanese law, the facts did not amount to duress, misrepresentation, or tortious interference sufficient to vitiate the contract or entitle Lupofresh to damages. The revised contracts cancelled and replaced the originals, precluding damages for anticipatory breach. Lupofresh ratified the contracts by performance and acceptance of goods, extinguishing any right to rescind. The appeal was dismissed.

Parties
Appellant/defendant: Lupofresh Limited; Respondent/claimant: Sapporo Breweries Limited
Jurisdiction
England and Wales
Judgment Date
25 July 2013
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal dismissed
Legal Topics
Choice of Law, Duress, Misrepresentation, Anticipatory Breach, Tortious Interference, Ratification, Economic Duress, Material Validity of Contracts
Contract Law Private International Law Tort Law Choice of Law Duress Misrepresentation Anticipatory Breach Tortious Interference +3 more

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Parties

Lupofresh Limited

Appellant/defendant

Sapporo Breweries Limited

Respondent/claimant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 What is the proper law governing the contracts between Lupofresh and Sapporo?
  2. 2 Does Japanese law recognise economic duress in the circumstances alleged?
  3. 3 Is Lupofresh entitled to rescind the contract variations or claim damages for breach, duress, or misrepresentation under Japanese law?

Ratio Decidendi

The contracts were governed by Japanese law, not English law, as there was no express or implied choice of English law and the contracts were most closely connected to Japan. Under Japanese law, the facts did not amount to duress, misrepresentation, or tortious interference sufficient to vitiate the contract or entitle Lupofresh to damages. The revised contracts cancelled and replaced the originals, precluding damages for anticipatory breach. Lupofresh ratified the contracts by performance and acceptance of goods, extinguishing any right to rescind. The appeal was dismissed.

Court Disposition

Appeal dismissed

Orders

  • Judgment of the High Court upheld
  • Lupofresh's counterclaim dismissed