Interleasing (UK) Ltd v Morris

Interleasing (UK) Ltd v Morris

The Court of Appeal held that there was no implied term requiring the counsel's opinion to be based on true facts or proper instructions, as such a term was not necessary for business efficacy and would undermine the contractual scheme. The opinion functioned as a certificate, and the only relevant question was whether it complied on its face with the requirements of the contract. The instructions to counsel were not disclosable as they were not relevant to the issue of compliance. The opinion sufficiently certified the claim as bona fide and having a reasonable chance of success, and the claim in the proceedings was not materially different from that vouched by the opinion. The appeal...

Parties
Claimant/part 20 Defendant/respondent: Interleasing (UK) Limited; Defendant/part 20 Claimant/appellant: Nicholas Melvyn Morris
Jurisdiction
England and Wales
Judgment Date
14 January 2003
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Interpretation of Contracts, Privilege and Disclosure, Warranties in Share Sale Agreements, Expert Determination
Contract Law Commercial Law Implied Terms Interpretation of Contracts Privilege and Disclosure Warranties in Share Sale Agreements Expert Determination

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 5 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Interleasing (UK) Limited

Claimant/part 20 Defendant/respondent

Nicholas Melvyn Morris

Defendant/part 20 Claimant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether an implied term should be read into the contract requiring counsel's opinion to be based on true facts and proper instructions
  2. 2 Whether the instructions to counsel should be disclosed to the defendant
  3. 3 Whether the counsel's opinion satisfied the requirements of the contract (bona fides, reasonable chance of success, quantum)

Ratio Decidendi

The Court of Appeal held that there was no implied term requiring the counsel's opinion to be based on true facts or proper instructions, as such a term was not necessary for business efficacy and would undermine the contractual scheme. The opinion functioned as a certificate, and the only relevant question was whether it complied on its face with the requirements of the contract. The instructions to counsel were not disclosable as they were not relevant to the issue of compliance. The opinion sufficiently certified the claim as bona fide and having a reasonable chance of success, and the claim in the proceedings was not materially different from that vouched by the opinion. The appeal...

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs summarily assessed at £20,000 payable by the appellant to the respondent.
  • Application for permission to appeal to the House of Lords refused.