Lloyds TSB Bank Plc v Hayward [2002] EWCA Civ 1813 (12 December 2002)

Lloyds TSB Bank Plc v Hayward [2002] EWCA Civ 1813 (12 December 2002)

The Court found that the requirement for a replacement guarantee was agreed at the 23 September 1994 meeting, not subsequently introduced. The judge was entitled to accept the oral evidence of the Bank's witnesses and to find the Thomas note inconclusive as to timing. There was no variation of the loan arrangements after the meeting that would have required Mr Hayward's consent or discharged his liability as guarantor. Even if there had been a variation, it would not have discharged Mr Hayward but at most entitled him to nominal damages, which he did not prove.

Citation
[2002] EWCA Civ 1813
Parties
Claimant/respondent: Lloyds TSB Bank plc; Defendant/appellant: Mr Norman Hayward
Jurisdiction
England and Wales
Judgment Date
12 December 2002
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court (chancery Division)
Outcome
Appeal dismissed
Legal Topics
Guarantor Liability, Variation of Contract, Discharge of Guarantee, Interpretation of Guarantee Clauses, Oral Agreements and Written Contracts
Banking Law Contract Law Guarantee Law Guarantor Liability Variation of Contract Discharge of Guarantee Interpretation of Guarantee Clauses Oral Agreements and Written Contracts

Case Brief

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Parties

Lloyds TSB Bank plc

Claimant/respondent

Mr Norman Hayward

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether the requirement for a replacement guarantee was agreed at the 23 September 1994 meeting or subsequently introduced by side-letter without Mr Hayward's consent
  2. 2 Whether any such variation discharged Mr Hayward from liability as guarantor
  3. 3 Whether the judge erred in failing to make findings about the Thomas note and the Bank's concession

Ratio Decidendi

The Court found that the requirement for a replacement guarantee was agreed at the 23 September 1994 meeting, not subsequently introduced. The judge was entitled to accept the oral evidence of the Bank's witnesses and to find the Thomas note inconclusive as to timing. There was no variation of the loan arrangements after the meeting that would have required Mr Hayward's consent or discharged his liability as guarantor. Even if there had been a variation, it would not have discharged Mr Hayward but at most entitled him to nominal damages, which he did not prove.

Court Disposition

Appeal dismissed

Orders

  • Judgment for Lloyds TSB Bank plc against Mr Hayward for £400,000 plus interest, giving credit for the Gardiner cash deposit and a further sum of £40,000.