Mir Steel UK Ltd v Morris & Ors

Mir Steel UK Ltd v Morris & Ors

Clause 9.5 of the hive down agreement is clear and unambiguous in allocating to Mir Steel the responsibility for settling any claim made by Lictor in respect of the hot strip mill, including claims for conversion, inducing breach of contract, and conspiracy. The commercial context and the parties’ knowledge of the risk support this construction. Therefore, Mir Steel cannot seek contribution from Alphasteel or its administrators for such claims.

Parties
Appellant/first Defendant: Mir Steel UK Limited; Respondent/proposed Part 20 Defendant: Christopher Morris; Respondent/proposed Part 20 Defendant: Mark Fry; Respondent/proposed Part 20 Defendant: David Hudson; Respondent/proposed Part 20 Defendant: Alphasteel Limited (in liquidation)
Jurisdiction
England and Wales
Judgment Date
01 November 2012
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) Decision Refusing Joinder of Part 20 Defendants
Outcome
Appeal dismissed
Legal Topics
Interpretation of Exclusion Clauses, Contribution Under Civil Liability (contribution) Act 1978, Inducing Breach of Contract, Conspiracy, Conversion, Administrator Liability
Contract Law Tort Law Insolvency Law Interpretation of Exclusion Clauses Contribution Under Civil Liability (contribution) Act 1978 Inducing Breach of Contract Conspiracy Conversion +1 more

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Parties

Mir Steel UK Limited

Appellant/first Defendant

Christopher Morris

Respondent/proposed Part 20 Defendant

Mark Fry

Respondent/proposed Part 20 Defendant

David Hudson

Respondent/proposed Part 20 Defendant

Alphasteel Limited (in liquidation)

Respondent/proposed Part 20 Defendant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) Decision Refusing Joinder of Part 20 Defendants

Legal Issues

  1. 1 Whether clause 9.5 of the hive down agreement precludes Mir Steel's claim for contribution against Alphasteel and its administrators for claims brought by Lictor
  2. 2 Whether the rule in Said v. Butt protects administrators from liability for inducing breach of contract or conspiracy

Ratio Decidendi

Clause 9.5 of the hive down agreement is clear and unambiguous in allocating to Mir Steel the responsibility for settling any claim made by Lictor in respect of the hot strip mill, including claims for conversion, inducing breach of contract, and conspiracy. The commercial context and the parties’ knowledge of the risk support this construction. Therefore, Mir Steel cannot seek contribution from Alphasteel or its administrators for such claims.

Court Disposition

Appeal dismissed

Orders

  • Mir Steel's application to join Alphasteel and the administrators as Part 20 defendants is refused
  • No order for contribution against Alphasteel or the administrators