Fraser Turner Ltd v Pricewaterhousecoopers LLP & Ors

Fraser Turner Ltd v Pricewaterhousecoopers LLP & Ors

The Royalty Deed did not contain, nor should it be interpreted or have implied into it, any obligation on London Mining or LMCL to procure a purchaser to pay royalties or enter into an accession deed after a sale of the mine; the administrators owed no special duty to FT beyond their duty to creditors as a whole; no unfair harm was established under paragraph 74 as the administrators acted properly in the interests of all creditors.

Parties
Claimant/appellant: Fraser Turner Limited; First Defendant/respondent: PricewaterhouseCoopers LLP; Second Defendant/respondent: Mr Peter Dickens; Third 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 Amendment
Outcome
Appeal dismissed
Legal Topics
Contractual Interpretation, Implied Terms, Duties of Administrators, Unfair Harm Under Insolvency Law
Contract Law Insolvency Law Contractual Interpretation Implied Terms Duties of Administrators Unfair Harm Under Insolvency Law

Case Brief

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Parties

Fraser Turner Limited

Claimant/appellant

PricewaterhouseCoopers LLP

First Defendant/respondent

Mr Peter Dickens

Second Defendant/respondent

Mr Russell Downs

Third Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment Striking Out Claim and Refusing Amendment

Legal Issues

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

Ratio Decidendi

The Royalty Deed did not contain, nor should it be interpreted or have implied into it, any obligation on London Mining or LMCL to procure a purchaser to pay royalties or enter into an accession deed after a sale of the mine; the administrators owed no special duty to FT beyond their duty to creditors as a whole; no unfair harm was established under paragraph 74 as the administrators acted properly in the interests of all creditors.

Court Disposition

Appeal dismissed

Orders

  • No implied terms to be read into the Royalty Deed as contended by the appellant
  • No duty found owed by administrators to the appellant