Fraser Turner Ltd v Pricewaterhousecoopers LLP & Ors [2019] EWCA Civ 1290 (19 July 2019)

Fraser Turner Ltd v Pricewaterhousecoopers LLP & Ors [2019] EWCA Civ 1290 (19 July 2019)

The Royalty Deed did not contain, nor should it be construed or supplemented by, any express or implied obligation requiring London Mining or LMCL to procure a purchaser of the mine to pay royalties or enter into an accession deed. The administrators owed no duty to FT as an individual creditor to protect it from loss arising from the failure to secure such obligations from the purchaser, and no unfair harm under paragraph 74 was established as the administrators acted in the interests of creditors as a whole.

Citation
[2019] EWCA Civ 1290
Parties
Claimant/appellant: Fraser Turner Limited; Defendant/respondent: PricewaterhouseCoopers LLP; Defendant/respondent: Mr Peter Dickens; Defendant/respondent: Mr Russell Downs
Jurisdiction
England and Wales
Judgment Date
19 July 2019
Procedural Posture
Civil Appeal / Appeal From High Court Judgment Striking Out Claim and Refusing Permission to Amend Particulars of Claim
Outcome
Appeal dismissed
Legal Topics
Contractual Interpretation, Implied Terms, Duties of Administrators, Unfair Harm Under Insolvency Act 1986 Sch B1 Para 74
Contract Law Insolvency Law Contractual Interpretation Implied Terms Duties of Administrators Unfair Harm Under Insolvency Act 1986 Sch B1 Para 74

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Parties

Fraser Turner Limited

Claimant/appellant

PricewaterhouseCoopers LLP

Defendant/respondent

Mr Peter Dickens

Defendant/respondent

Mr Russell Downs

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment Striking Out Claim and Refusing Permission to Amend Particulars of Claim

Legal Issues

  1. 1 Whether terms should be implied into the Royalty Deed to require London Mining to procure and guarantee payment of royalties after a sale of the mine
  2. 2 Whether the Royalty Deed should be interpreted or a term implied to require London Mining/LMCL to procure a purchaser to pay royalties or enter into an accession deed
  3. 3 Whether administrators owed a duty to protect FT against losses from failure to procure a purchaser to pay royalties or enter into an accession deed

Ratio Decidendi

The Royalty Deed did not contain, nor should it be construed or supplemented by, any express or implied obligation requiring London Mining or LMCL to procure a purchaser of the mine to pay royalties or enter into an accession deed. The administrators owed no duty to FT as an individual creditor to protect it from loss arising from the failure to secure such obligations from the purchaser, and no unfair harm under paragraph 74 was established as the administrators acted in the interests of creditors as a whole.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.