Chartbrook Ltd v Persimmon Homes Ltd

Chartbrook Ltd v Persimmon Homes Ltd

The majority held that the definition of 'Additional Residential Payment' in the agreement was clear, unambiguous, and should be given its natural meaning, entitling Chartbrook to 23.4% of the excess of the price achieved for each residential unit over the minimum guaranteed value, less costs and incentives. The court rejected Persimmon's invitation to rewrite the clause under the guise of commercial common sense. The appeal on rectification was also dismissed as Persimmon failed to provide convincing proof of a common or unilateral mistake sufficient to justify rectification.

Parties
Claimant/respondent: Chartbrook Limited; Defendant/appellant: Persimmon Homes Limited; Part 20 Defendant/second Respondent: Stephen Vantreen
Jurisdiction
England and Wales
Judgment Date
12 March 2008
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Interpretation of Contracts, Rectification, Admissibility of Pre Contract Negotiations
Contract Law Equity Interpretation of Contracts Rectification Admissibility of Pre Contract Negotiations

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 4 Authorities cited 12 Party arguments 2 Amounts and remedies 25
Sign in to unlock

Parties

Chartbrook Limited

Claimant/respondent

Persimmon Homes Limited

Defendant/appellant

Stephen Vantreen

Part 20 Defendant/second Respondent

Procedural Posture

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

Legal Issues

  1. 1 Proper construction of the 'Additional Residential Payment' clause in a development agreement
  2. 2 Whether rectification of the agreement should be granted for common or unilateral mistake
  3. 3 Admissibility and effect of pre-contract negotiations in contract interpretation

Ratio Decidendi

The majority held that the definition of 'Additional Residential Payment' in the agreement was clear, unambiguous, and should be given its natural meaning, entitling Chartbrook to 23.4% of the excess of the price achieved for each residential unit over the minimum guaranteed value, less costs and incentives. The court rejected Persimmon's invitation to rewrite the clause under the guise of commercial common sense. The appeal on rectification was also dismissed as Persimmon failed to provide convincing proof of a common or unilateral mistake sufficient to justify rectification.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed; judgment of the High Court affirmed; no rectification of the agreement granted.