Martin & Ors v Harris

Martin & Ors v Harris

The arbitrator erred in law by failing to consider all relevant correspondence in ascertaining the terms of the settlement agreement, misapplied the objective principles of contractual interpretation by relying on subjective intentions, and wrongly concluded that the tax indemnity was not released. The settlement agreement, properly construed, released all claims including the tax indemnity. The indemnity did not extend to penalties.

Parties
Appellant / Defendant in the Arbitration: Andrew Martin; Appellant / Defendant in the Arbitration: Nicholas Greene; Appellant / Defendant in the Arbitration: Coban 2017 LLP (formerly Strutt & Parker LLP); Respondent / Claimant in the Arbitration: Michael Harris
Jurisdiction
England and Wales
Judgment Date
23 July 2019
Procedural Posture
Arbitration Appeal / Judgment on Appeal Against Arbitration Award
Outcome
Appeal allowed; arbitration award set aside.
Legal Topics
Interpretation of Settlement Agreements, Contract Formation, Release of Claims, Arbitration Appeals, Tax Indemnity
Arbitration Contract Law Interpretation of Settlement Agreements Contract Formation Release of Claims Arbitration Appeals Tax Indemnity

Case Brief

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Parties

Andrew Martin

Appellant / Defendant in the Arbitration

Nicholas Greene

Appellant / Defendant in the Arbitration

Coban 2017 LLP (formerly Strutt & Parker LLP)

Appellant / Defendant in the Arbitration

Michael Harris

Respondent / Claimant in the Arbitration

Procedural Posture

Arbitration Appeal / Judgment on Appeal Against Arbitration Award

Legal Issues

  1. 1 Whether the arbitrator erred in law in ascertaining the terms of the settlement agreement
  2. 2 Whether the settlement agreement released the respondent's claim to a tax indemnity under the partnership agreement
  3. 3 Whether the indemnity extended to penalties charged by HMRC

Ratio Decidendi

The arbitrator erred in law by failing to consider all relevant correspondence in ascertaining the terms of the settlement agreement, misapplied the objective principles of contractual interpretation by relying on subjective intentions, and wrongly concluded that the tax indemnity was not released. The settlement agreement, properly construed, released all claims including the tax indemnity. The indemnity did not extend to penalties.

Court Disposition

Appeal allowed; arbitration award set aside.

Orders

  • The arbitration award is set aside and not remitted to the arbitrator.
  • Costs and consequential matters reserved for further submissions if not agreed.