Chartbrook Ltd v Persimmon Homes Ltd & Anor [2007] EWHC 409 (Ch) (02 March 2007)

Chartbrook Ltd v Persimmon Homes Ltd & Anor [2007] EWHC 409 (Ch) (02 March 2007)

The ARP clause means 23.4% of the amount by which the price achieved for each residential unit exceeds the Minimum Guaranteed Residential Unit Value, less Costs and Incentives, as contended by Chartbrook. Pre-contractual negotiations are inadmissible in construing defined terms. The contract is not rectified as Persimmon failed to establish the necessary common or unilateral mistake.

Citation
[2007] EWHC 409 (Ch)
Parties
Claimant/1st Part 20 Defendant: Chartbrook Limited; Defendant/part 20 Claimant: Persimmon Homes Limited; Defendant/part 20 Claimant: Persimmon PLC; 2nd Part 20 Defendant: Stephen Vantreen
Jurisdiction
England and Wales
Judgment Date
02 March 2007
Procedural Posture
Chancery Division Claim and Part 20 Counterclaim / First Instance Judgment
Outcome
Claim allowed; counterclaim for rectification dismissed.
Legal Topics
Interpretation of Contracts, Rectification, Construction of Defined Terms, Overage Clauses, Admissibility of Negotiations in Construction
Contract Law Property Law Interpretation of Contracts Rectification Construction of Defined Terms Overage Clauses Admissibility of Negotiations in Construction

Case Brief

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Parties

Chartbrook Limited

Claimant/1st Part 20 Defendant

Persimmon Homes Limited

Defendant/part 20 Claimant

Persimmon PLC

Defendant/part 20 Claimant

Stephen Vantreen

2nd Part 20 Defendant

Procedural Posture

Chancery Division Claim and Part 20 Counterclaim / First Instance Judgment

Legal Issues

  1. 1 Proper construction of the 'Additional Residential Payment' (ARP) clause in a development agreement
  2. 2 Whether pre-contractual negotiations are admissible in construing defined terms
  3. 3 Whether the contract should be rectified for common or unilateral mistake

Ratio Decidendi

The ARP clause means 23.4% of the amount by which the price achieved for each residential unit exceeds the Minimum Guaranteed Residential Unit Value, less Costs and Incentives, as contended by Chartbrook. Pre-contractual negotiations are inadmissible in construing defined terms. The contract is not rectified as Persimmon failed to establish the necessary common or unilateral mistake.

Court Disposition

Claim allowed; counterclaim for rectification dismissed.

Orders

  • Persimmon to pay Chartbrook the outstanding ARP calculated per Chartbrook's construction.
  • Counterclaim for rectification dismissed.