Crest Nicholson (Londinium) Ltd v Akaria Investments Ltd & Anor [2010] EWHC 243 (Ch) (19 February 2010)

Crest Nicholson (Londinium) Ltd v Akaria Investments Ltd & Anor [2010] EWHC 243 (Ch) (19 February 2010)

The court held that the correspondence between Mr Tindale and Ms Smith, culminating in the 21 June 2007 letter and subsequent emails, constituted a binding contract that fixed the open market rents for unlet units as at 13 March 2008 at the target rents shown in the schedule for the purposes of clause 19.8.1 of the Development Agreement. The court found that the letter was an offer capable of acceptance, that it was accepted, and that the parties intended to create legal relations. The court further held that Ms Smith had authority to bind Akaria, and there was no breach of warranty of authority.

Citation
[2010] EWHC 243 (Ch)
Parties
Claimant: Crest Nicholson (Londinium) Limited; First Defendant: Akaria Investments Limited; Second Defendant: Helen Frances Isabella Smith
Jurisdiction
England and Wales
Judgment Date
19 February 2010
Procedural Posture
Chancery Division Contractual Dispute / Judgment After Trial of Preliminary Issues
Outcome
Declarations granted in favour of the Claimant; claim for breach of warranty of authority dismissed.
Legal Topics
Interpretation of Contracts, Agency, Calculation of Profit Payments, Open Market Rent Determination, Warranty of Authority
Contract Law Commercial Property Interpretation of Contracts Agency Calculation of Profit Payments Open Market Rent Determination Warranty of Authority

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Parties

Crest Nicholson (Londinium) Limited

Claimant

Akaria Investments Limited

First Defendant

Helen Frances Isabella Smith

Second Defendant

Procedural Posture

Chancery Division Contractual Dispute / Judgment After Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the open market rent for each un-let unit as at 13 March 2008 was agreed to be the figure shown in the schedule attached to the letter dated 21 June 2007 in the column headed 'Target Rent' for the purposes of clause 19.8 of the Development Agreement.
  2. 2 Whether the Second Defendant is liable to the Claimant for breach of her warranty of authority.
  3. 3 The construction of clause 19.8.1 of the Development Agreement.

Ratio Decidendi

The court held that the correspondence between Mr Tindale and Ms Smith, culminating in the 21 June 2007 letter and subsequent emails, constituted a binding contract that fixed the open market rents for unlet units as at 13 March 2008 at the target rents shown in the schedule for the purposes of clause 19.8.1 of the Development Agreement. The court found that the letter was an offer capable of acceptance, that it was accepted, and that the parties intended to create legal relations. The court further held that Ms Smith had authority to bind Akaria, and there was no breach of warranty of authority.

Court Disposition

Declarations granted in favour of the Claimant; claim for breach of warranty of authority dismissed.

Orders

  • Declaration that for the purposes of clause 19.8.1 of the Development Agreement, the open market rent for each un-let unit as at 13 March 2008 is the figure shown in the schedule attached to the letter dated 21 June 2007 in the column headed 'Target Rent'.
  • Claim against the Second Defendant for breach of warranty of authority dismissed.