MV Promotions Ltd & Anor v Telegraph Media Group Ltd & Anor

MV Promotions Ltd & Anor v Telegraph Media Group Ltd & Anor

On the true interpretation of the 2011 contract, the contracting parties are and have since its inception been TMG and Mr Vaughan. Although there was a common, rectifiable mistake as to the identity of the counter-party, the court, in its equitable discretion, declines to order rectification because the parties have already resolved the issue between themselves by a deed of rectification and there was no specific tax motive at the time of contracting. Rectification will not be granted where the only effect would be to secure a fiscal benefit and the parties’ rights inter se are unaffected.

Parties
Claimant: MV Promotions Limited; Claimant: Michael Vaughan; First Defendant: Telegraph Media Group Limited; Second Defendant: The Commissioners for Her Majesty’s Revenue and Customs
Jurisdiction
England and Wales
Judgment Date
29 May 2020
Procedural Posture
Civil (contract/rectification) / Final Judgment After Part 8 Claim Hearing
Outcome
Claim dismissed
Legal Topics
Interpretation of Contracts, Rectification for Common Mistake, Tax Consequences of Rectification, Discretionary Equitable Remedies
Contract Law Equity Interpretation of Contracts Rectification for Common Mistake Tax Consequences of Rectification Discretionary Equitable Remedies

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Parties

MV Promotions Limited

Claimant

Michael Vaughan

Claimant

Telegraph Media Group Limited

First Defendant

The Commissioners for Her Majesty’s Revenue and Customs

Second Defendant

Procedural Posture

Civil (contract/rectification) / Final Judgment After Part 8 Claim Hearing

Legal Issues

  1. 1 Who are the true contracting parties to the 2011 contract?
  2. 2 Should the 2011 contract be rectified for common mistake to substitute MVP for Mr Vaughan as contracting party?
  3. 3 Does the existence of a deed of rectification and absence of a tax motive preclude rectification?

Ratio Decidendi

On the true interpretation of the 2011 contract, the contracting parties are and have since its inception been TMG and Mr Vaughan. Although there was a common, rectifiable mistake as to the identity of the counter-party, the court, in its equitable discretion, declines to order rectification because the parties have already resolved the issue between themselves by a deed of rectification and there was no specific tax motive at the time of contracting. Rectification will not be granted where the only effect would be to secure a fiscal benefit and the parties’ rights inter se are unaffected.

Court Disposition

Claim dismissed

Orders

  • Declaration refused: The 2011 contract is not rectified; the contracting parties remain TMG and Mr Vaughan.
  • No order for rectification of the 2011 contract.