Nearfield Ltd v Lincoln Nominees Ltd & Anor

Nearfield Ltd v Lincoln Nominees Ltd & Anor

Clause 5.1.3 of the JVA imposes a direct obligation on Lincoln Trust Company (Jersey) Ltd to procure (i.e., see to it) that LNL repays the loan and interest to Nearfield Limited. In the event of LNL's failure, Lincoln is liable to pay damages equal to the unpaid amount. There is no admissible evidence or drafting history that displaces the ordinary meaning of 'procure' or supports a different construction.

Parties
Claimant: Nearfield Limited; First Defendant: Lincoln Nominees Ltd; Second Defendant: Lincoln Trust Company (Jersey) Ltd
Jurisdiction
England and Wales
Judgment Date
09 October 2006
Procedural Posture
Civil (contract/commercial) / Judgment After Trial
Outcome
Judgment for the Claimant (Nearfield Limited) against the Second Defendant (Lincoln Trust Company (Jersey) Ltd)
Legal Topics
Interpretation of Contracts, Guarantees and Indemnities, Joint Venture Agreements, Trustee Liability
Contract Law Commercial Law Interpretation of Contracts Guarantees and Indemnities Joint Venture Agreements Trustee Liability

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Parties

Nearfield Limited

Claimant

Lincoln Nominees Ltd

First Defendant

Lincoln Trust Company (Jersey) Ltd

Second Defendant

Procedural Posture

Civil (contract/commercial) / Judgment After Trial

Legal Issues

  1. 1 Meaning and effect of 'procure' in clause 5.1.3 of the Joint Venture Agreement
  2. 2 Whether Lincoln Trust Company (Jersey) Ltd is liable to Nearfield Limited for repayment of the loan if LNL fails to pay
  3. 3 Admissibility of pre-contractual negotiations and subjective intentions in contract interpretation

Ratio Decidendi

Clause 5.1.3 of the JVA imposes a direct obligation on Lincoln Trust Company (Jersey) Ltd to procure (i.e., see to it) that LNL repays the loan and interest to Nearfield Limited. In the event of LNL's failure, Lincoln is liable to pay damages equal to the unpaid amount. There is no admissible evidence or drafting history that displaces the ordinary meaning of 'procure' or supports a different construction.

Court Disposition

Judgment for the Claimant (Nearfield Limited) against the Second Defendant (Lincoln Trust Company (Jersey) Ltd)

Orders

  • Lincoln Trust Company (Jersey) Ltd is liable to procure repayment of the loan and interest by LNL to Nearfield Limited under clause 5.1.3 of the JVA.
  • If LNL fails to pay, Lincoln Trust Company (Jersey) Ltd must pay damages equal to the amount not repaid.