Harris v Holland & Anor [2020] EWHC 3104 (Ch) (19 November 2020)

Harris v Holland & Anor [2020] EWHC 3104 (Ch) (19 November 2020)

Clauses 12.2 and 12.3 of the SPSA provide for dynamic adjustment of sale prices as advised by agents from time to time, not a fixed price at initial placement; Schedule 4 phases are not binding except for Phase 1, and agents have discretion over timing and number of sales; 'Prior consultation' is satisfied even if a party fails to respond, and no implied term requires meaningful opportunity to respond or sequential phasing of sales.

Citation
[2020] EWHC 3104 (Ch)
Parties
Claimant: Anthony Charles Harris; First Defendant: Martin John Holland; Second Defendant: Christchurch Property Company Ltd
Jurisdiction
England and Wales
Judgment Date
19 November 2020
Procedural Posture
Part 8 Claim (chancery Division) / Expedited Trial; Judgment on Construction Issues
Outcome
Claimant's construction of the SPSA upheld; Defendant's construction rejected on all issues; no stay granted.
Legal Topics
Interpretation of Settlement Agreements, Dispute Resolution Clauses, Sale of Partnership Assets, Implied Terms, Good Faith Obligations
Contract Law Partnership Law Property Law Interpretation of Settlement Agreements Dispute Resolution Clauses Sale of Partnership Assets Implied Terms Good Faith Obligations

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Parties

Anthony Charles Harris

Claimant

Martin John Holland

First Defendant

Christchurch Property Company Ltd

Second Defendant

Procedural Posture

Part 8 Claim (chancery Division) / Expedited Trial; Judgment on Construction Issues

Legal Issues

  1. 1 Whether the Relevant Commercial Sale Price can be altered absent agreement between the parties ('pricing' issue)
  2. 2 Whether the phases in Schedule 4 bind the parties to a sequential sale of properties ('phasing' issue)
  3. 3 Whether 'prior consultation' under clause 12.3 is satisfied if a party fails to respond ('consultation' issue)

Ratio Decidendi

Clauses 12.2 and 12.3 of the SPSA provide for dynamic adjustment of sale prices as advised by agents from time to time, not a fixed price at initial placement; Schedule 4 phases are not binding except for Phase 1, and agents have discretion over timing and number of sales; 'Prior consultation' is satisfied even if a party fails to respond, and no implied term requires meaningful opportunity to respond or sequential phasing of sales.

Court Disposition

Claimant's construction of the SPSA upheld; Defendant's construction rejected on all issues; no stay granted.