Almacantar (Marble Arch) SARL & Anor v The Railway Pension Exempt Unit Trust [2021] EWHC 2385 (Comm) (25 August 2021)

Almacantar (Marble Arch) SARL & Anor v The Railway Pension Exempt Unit Trust [2021] EWHC 2385 (Comm) (25 August 2021)

The claimants failed to comply with the contractual notice and time limit provisions, which are clear and strictly applied. There was no sufficient evidence of a shared assumption or conduct by the defendant amounting to estoppel by convention, nor any written variation or waiver. The agreement was not subject to necessary amendments or implied terms disapplying the time bar. The claim is therefore barred and summary judgment is granted for the defendant.

Citation
[2021] EWHC 2385 (Comm)
Parties
Claimant/respondent: Almacantar (Marble Arch) SARL; Claimant/respondent: Almacantar (Marble Arch (No 2)) SARL; Defendant/applicant: The Railway Pension Exempt Unit Trust (acting by its trustee BNY Mellon Trust & Depositary (UK) Limited)
Jurisdiction
England and Wales
Judgment Date
25 August 2021
Procedural Posture
Commercial Contractual Dispute (summary Judgment Application) / High Court (commercial Court) – Application for Summary Judgment And/or Strike Out
Outcome
Summary judgment granted for the defendant; claim dismissed.
Legal Topics
Contractual Indemnity, Notice Provisions, Time Limits, Estoppel by Convention, Waiver, Variation, Implied Terms
Contract Law Commercial Law Contractual Indemnity Notice Provisions Time Limits Estoppel by Convention Waiver Variation +1 more

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Parties

Almacantar (Marble Arch) SARL

Claimant/respondent

Almacantar (Marble Arch (No 2)) SARL

Claimant/respondent

The Railway Pension Exempt Unit Trust (acting by its trustee BNY Mellon Trust & Depositary (UK) Limited)

Defendant/applicant

Procedural Posture

Commercial Contractual Dispute (summary Judgment Application) / High Court (commercial Court) – Application for Summary Judgment And/or Strike Out

Legal Issues

  1. 1 Whether the claimants' claim under a contractual indemnity is barred for failure to comply with notice and time limit provisions in the agreement
  2. 2 Whether the defendant is estopped from relying on the time bar due to the parties' conduct
  3. 3 Whether the agreement was varied, waived, or subject to implied terms disapplying the time bar

Ratio Decidendi

The claimants failed to comply with the contractual notice and time limit provisions, which are clear and strictly applied. There was no sufficient evidence of a shared assumption or conduct by the defendant amounting to estoppel by convention, nor any written variation or waiver. The agreement was not subject to necessary amendments or implied terms disapplying the time bar. The claim is therefore barred and summary judgment is granted for the defendant.

Court Disposition

Summary judgment granted for the defendant; claim dismissed.

Orders

  • Claim dismissed in full.
  • No order for trial; summary judgment application succeeds.