The English Electric Company Ltd v Alstom UK [2016] EWCA Civ 1314 (23 December 2016)

The English Electric Company Ltd v Alstom UK [2016] EWCA Civ 1314 (23 December 2016)

The indemnity in the 1971 resolution, on its natural and ordinary meaning, covers all contracts, including contracts of employment, and thus extends to liability for historical employment-related claims such as the asbestos claim in question. The absence of the full 1970 agreement or knowledge of 'certain reservations' does not preclude liability, as the reservations relate only to trading and business rights, not employment contracts.

Citation
[2016] EWCA Civ 1314
Parties
Respondent/claimant: The English Electric Company Limited; Appellant/defendant: Alstom UK
Jurisdiction
England and Wales
Judgment Date
23 December 2016
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court (london Mercantile Court)
Outcome
Appeal dismissed
Legal Topics
Indemnity Clauses, Interpretation of Contracts, Liability for Historical Employment Claims, Internal Corporate Reorganisations, Transfer of Business Liabilities
Contract Law Commercial Law Employment Law Indemnity Clauses Interpretation of Contracts Liability for Historical Employment Claims Internal Corporate Reorganisations Transfer of Business Liabilities

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Parties

The English Electric Company Limited

Respondent/claimant

Alstom UK

Appellant/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court (london Mercantile Court)

Legal Issues

  1. 1 Whether the indemnity in the 1971 resolution covers liability for historical employment claims, specifically asbestos-related claims arising from contracts of employment
  2. 2 Whether the absence of the full 1970 agreement or knowledge of 'certain reservations' precludes liability under the indemnity

Ratio Decidendi

The indemnity in the 1971 resolution, on its natural and ordinary meaning, covers all contracts, including contracts of employment, and thus extends to liability for historical employment-related claims such as the asbestos claim in question. The absence of the full 1970 agreement or knowledge of 'certain reservations' does not preclude liability, as the reservations relate only to trading and business rights, not employment contracts.

Court Disposition

Appeal dismissed

Orders

  • The appeal by Alstom UK is dismissed.