Crest Nicholson (Londinium) Ltd v Akaria Investments Ltd & Anor

Crest Nicholson (Londinium) Ltd v Akaria Investments Ltd & Anor

The correspondence between Crest (via Mr Tindale) and Aberdeen/Akaria (via Ms Smith), including the letter of 21 June 2007 and subsequent emails, constituted a binding contract that the target rents shown in the schedule would be treated as the open market rents for the purposes of clause 19.8.1 of the Development Agreement. Both Mr Tindale and Ms Smith had actual or ostensible authority to enter into this agreement on behalf of their principals, and in any event, the agreement was ratified by subsequent conduct. Therefore, the open market rents for unlet units as at 13 March 2008 were agreed to be the target rents in the schedule.

Parties
Claimant: Crest Nicholson (Londinium) Limited; First Defendant: Akaria Investments Limited; Second Defendant: Helen Frances Isabella Smith
Jurisdiction
England and Wales
Judgment Date
19 February 2010
Procedural Posture
Civil (commercial/contract) / Judgment After Trial of Preliminary Issues
Outcome
Judgment for the Claimant on issue (1); Judgment for the Defendants on issue (2); Issue (3) not determined.
Legal Topics
Interpretation of Contract Terms, Authority of Agents, Formation of Contract, Ratification, Ostensible Authority
Contract Law Commercial Law Interpretation of Contract Terms Authority of Agents Formation of Contract Ratification Ostensible Authority

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Parties

Crest Nicholson (Londinium) Limited

Claimant

Akaria Investments Limited

First Defendant

Helen Frances Isabella Smith

Second Defendant

Procedural Posture

Civil (commercial/contract) / Judgment After Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the open market rent for each unlet unit as at 13 March 2008 was agreed to be the figure shown in the schedule attached to the letter dated 21 June 2007 in the column headed 'Target Rent' for the purposes of clause 19.8 of the Development Agreement
  2. 2 Whether the Second Defendant is liable to the Claimant for breach of warranty of authority
  3. 3 Construction of clause 19.8.1 of the Development Agreement

Ratio Decidendi

The correspondence between Crest (via Mr Tindale) and Aberdeen/Akaria (via Ms Smith), including the letter of 21 June 2007 and subsequent emails, constituted a binding contract that the target rents shown in the schedule would be treated as the open market rents for the purposes of clause 19.8.1 of the Development Agreement. Both Mr Tindale and Ms Smith had actual or ostensible authority to enter into this agreement on behalf of their principals, and in any event, the agreement was ratified by subsequent conduct. Therefore, the open market rents for unlet units as at 13 March 2008 were agreed to be the target rents in the schedule.

Court Disposition

Judgment for the Claimant on issue (1); Judgment for the Defendants on issue (2); Issue (3) not determined.

Orders

  • Declaration that for the purposes of clause 19.8 of the Development Agreement, the open market rent for each unlet unit as at 13 March 2008 was agreed to be the figure shown in the schedule attached to the letter dated 21 June 2007 in the column headed 'Target Rent'.
  • Claim for breach of warranty of authority against the Second Defendant dismissed.