Thorney Park Golf Ltd (t/a Laleham Golf Club) v Myers Catering Ltd [2015] EWCA Civ 19 (27 January 2015)

Thorney Park Golf Ltd (t/a Laleham Golf Club) v Myers Catering Ltd [2015] EWCA Civ 19 (27 January 2015)

The agreement, properly construed, provided for a fixed initial term of three years, during which it was not terminable by notice except for cause. The commercial purpose and express language of clause 4 required a three-year term to allow for business development and investment, and the insertion of this provision marked a significant change from the previous agreement. The termination clause in clause 6 did not override the fixed term but operated thereafter.

Citation
[2015] EWCA Civ 19
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 by either party on four months' notice at any time including within the initial term

Ratio Decidendi

The agreement, properly construed, provided for a fixed initial term of three years, during which it was not terminable by notice except for cause. The commercial purpose and express language of clause 4 required a three-year term to allow for business development and investment, and the insertion of this provision marked a significant change from the previous agreement. The termination clause in clause 6 did not override the fixed term but operated thereafter.

Court Disposition

Appeal allowed

Orders

  • Order of District Judge Trigg set aside
  • Myers' counterclaim to be reconsidered in light of the construction of the agreement as providing a fixed three-year term