Thorney Park Golf Ltd (t/a Laleham Golf Club) v Myers Catering Ltd

Thorney Park Golf Ltd (t/a Laleham Golf Club) v Myers Catering Ltd

The agreement, properly construed, provided for a fixed initial term of three years, not terminable by notice within that period except for cause. The insertion of the three-year term in clause 4, its commercial rationale, and the contrast with the prior agreement indicated the parties intended a fixed term to allow for business development and investment. Clause 6's general notice provision did not override this fixed term.

Parties
Claimant/respondent: Thorney Park Golf Limited (t/a Laleham Golf Club); Defendant/appellant: Myers Catering Ltd
Jurisdiction
England and Wales
Judgment Date
27 January 2015
Procedural Posture
Civil Appeal / Appeal From County Court Judgment on Preliminary Issue of Contractual Construction
Outcome
Appeal allowed
Legal Topics
Contractual Interpretation, Termination Clauses, Franchise Agreements
Contract Law Commercial Law Contractual Interpretation Termination Clauses Franchise Agreements

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Parties

Thorney Park Golf Limited (t/a Laleham Golf Club)

Claimant/respondent

Myers Catering Ltd

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From County Court Judgment on Preliminary Issue of Contractual Construction

Legal Issues

  1. 1 Whether the agreement provided for a fixed initial term of three years not terminable by notice within that period, or whether it was terminable at any time by four months' notice, including within the initial term

Ratio Decidendi

The agreement, properly construed, provided for a fixed initial term of three years, not terminable by notice within that period except for cause. The insertion of the three-year term in clause 4, its commercial rationale, and the contrast with the prior agreement indicated the parties intended a fixed term to allow for business development and investment. Clause 6's general notice provision did not override this fixed term.

Court Disposition

Appeal allowed

Orders

  • Order of District Judge Trigg set aside
  • Counterclaim reinstated for further consideration