Chelsfield Advisers LLP v Qatari Diar Real Estate Investment Company & Anor [2015] EWHC 1322 (Ch) (15 May 2015)

Chelsfield Advisers LLP v Qatari Diar Real Estate Investment Company & Anor [2015] EWHC 1322 (Ch) (15 May 2015)

The DFA is a detailed, professionally negotiated commercial contract that expressly sets out the circumstances for termination and contains an entire agreement clause. There is no necessity or obviousness justifying the implication of a term allowing termination for loss of trust and confidence. The authorities on implied terms of trust and confidence in employment contracts do not extend to this commercial context. QDDC has no real prospect of establishing such an implied term or lawful termination on that basis. Chelsfield is entitled to summary judgment on the declaratory and mandatory relief sought, save for damages.

Citation
[2015] EWHC 1322 (Ch)
Parties
Claimant: Chelsfield Advisers LLP; First Defendant: Qatari Diar Real Estate Investment Company; Second Defendant: Qatari Diar Development Company (UK) Limited
Jurisdiction
England and Wales
Judgment Date
15 May 2015
Procedural Posture
Commercial Contract Dispute (summary Judgment Application) / High Court (chancery Division) Summary Judgment
Outcome
Summary judgment granted for the claimant (Chelsfield) on declaratory and mandatory relief; claim for damages to proceed to trial if pursued.
Legal Topics
Implied Terms in Contracts, Summary Judgment, Termination of Contracts, Good Faith in Commercial Agreements
Contract Law Commercial Law Implied Terms in Contracts Summary Judgment Termination of Contracts Good Faith in Commercial Agreements

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Parties

Chelsfield Advisers LLP

Claimant

Qatari Diar Real Estate Investment Company

First Defendant

Qatari Diar Development Company (UK) Limited

Second Defendant

Procedural Posture

Commercial Contract Dispute (summary Judgment Application) / High Court (chancery Division) Summary Judgment

Legal Issues

  1. 1 Whether the Development Fees Agreement (DFA) is subject to an implied term that it continues only while mutual trust and confidence subsists between the parties
  2. 2 Whether QDDC lawfully terminated the DFA on grounds of loss of trust and confidence
  3. 3 Whether Chelsfield is entitled to mandatory orders for expert determination and execution of the Development Management Agreement (DMA)

Ratio Decidendi

The DFA is a detailed, professionally negotiated commercial contract that expressly sets out the circumstances for termination and contains an entire agreement clause. There is no necessity or obviousness justifying the implication of a term allowing termination for loss of trust and confidence. The authorities on implied terms of trust and confidence in employment contracts do not extend to this commercial context. QDDC has no real prospect of establishing such an implied term or lawful termination on that basis. Chelsfield is entitled to summary judgment on the declaratory and mandatory relief sought, save for damages.

Court Disposition

Summary judgment granted for the claimant (Chelsfield) on declaratory and mandatory relief; claim for damages to proceed to trial if pursued.

Orders

  • Declaration that the DFA remains in existence and has not been determined
  • Order requiring QDDC to instruct the Expert to complete determination of the DMA terms