The English Electric Company Ltd v Alstom UK

The English Electric Company Ltd v Alstom UK

The indemnity clause in the 1971 resolution covers all contracts, including employment contracts, and thus historical liabilities such as those arising from Mr Oliver's exposure to asbestos. The phrase 'completed and uncompleted contracts' is sufficiently wide to include contracts of service, and the absence of specific exclusions or relevant reservations means the indemnity applies to the claim in question.

Parties
Respondent/claimant: The English Electric Company Limited; Appellant/defendant: Alstom UK
Jurisdiction
England and Wales
Judgment Date
23 December 2016
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Interpretation of Indemnity Clauses, Transfer of Liabilities in Business Sale, Employer Liability for Historical Injury, Contractual Construction, Privity of Contract
Contract Law Employment Law Tort Law Interpretation of Indemnity Clauses Transfer of Liabilities in Business Sale Employer Liability for Historical Injury Contractual Construction Privity of Contract

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Parties

The English Electric Company Limited

Respondent/claimant

Alstom UK

Appellant/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether indemnity clause covers employment contracts and historical liabilities
  2. 2 Effect of missing documentary evidence on contractual interpretation
  3. 3 Scope of 'completed and uncompleted contracts' in indemnity clause

Ratio Decidendi

The indemnity clause in the 1971 resolution covers all contracts, including employment contracts, and thus historical liabilities such as those arising from Mr Oliver's exposure to asbestos. The phrase 'completed and uncompleted contracts' is sufficiently wide to include contracts of service, and the absence of specific exclusions or relevant reservations means the indemnity applies to the claim in question.

Court Disposition

Appeal dismissed

Orders

  • EEC remains liable to indemnify AEI for Mrs Oliver's claim
  • Alstom liable to indemnify EEC under the 1989 agreement