BLACKLION LAW LLP v AMIRA NATURE FOODS LIMITED

BLACKLION LAW LLP v AMIRA NATURE FOODS LIMITED

The court held that the fixed fee of £300,000 under the Avatar Retainer was not contingent on completion of the bond issue by 31 May 2017, but was payable for work done up to that date. The claimant's construction was consistent with business common sense and the factual matrix. The Terms of Business, including the contractual interest provision, applied to the Avatar Retainer. The first defendant breached the agreement by failing to make the shares available for sale, and the second defendant was liable for procuring this breach. If the defendants' construction had been correct, the court would have rectified the agreement to reflect the parties' common intention.

Parties
Claimant: Blacklion Law LLP; First Defendant: Amira Nature Foods Limited; Second Defendant: Karan Chanana
Jurisdiction
England and Wales
Judgment Date
20 June 2022
Procedural Posture
Commercial Contract Claim / Judgment After Trial
Outcome
Judgment for the claimant
Legal Topics
Construction of Retainer Agreements, Rectification of Contract, Breach of Contract, Inducement of Breach of Contract, Contractual Interest, Solicitor Client Relationship
Contract Law Tort Law Legal Practice Construction of Retainer Agreements Rectification of Contract Breach of Contract Inducement of Breach of Contract Contractual Interest +1 more

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Parties

Blacklion Law LLP

Claimant

Amira Nature Foods Limited

First Defendant

Karan Chanana

Second Defendant

Procedural Posture

Commercial Contract Claim / Judgment After Trial

Legal Issues

  1. 1 Proper construction of the Avatar Retainer agreement and whether payment of the fixed fee was contingent on completion of the bond issue by 31 May 2017
  2. 2 Whether the claimant is entitled to contractual interest under its Terms of Business
  3. 3 Whether the Avatar Retainer should be rectified for common mistake if the defendants' construction is correct

Ratio Decidendi

The court held that the fixed fee of £300,000 under the Avatar Retainer was not contingent on completion of the bond issue by 31 May 2017, but was payable for work done up to that date. The claimant's construction was consistent with business common sense and the factual matrix. The Terms of Business, including the contractual interest provision, applied to the Avatar Retainer. The first defendant breached the agreement by failing to make the shares available for sale, and the second defendant was liable for procuring this breach. If the defendants' construction had been correct, the court would have rectified the agreement to reflect the parties' common intention.

Court Disposition

Judgment for the claimant

Orders

  • First defendant to pay the claimant £300,000 for work done under the Avatar Retainer
  • First defendant to pay contractual interest at 1.5% per month from 30 days after the date of the invoices rendered in respect of the fixed fee