UCB Corporate Services Ltd v Thomason & Anor [2005] EWCA Civ 225 (7 March 2005)

UCB Corporate Services Ltd v Thomason & Anor [2005] EWCA Civ 225 (7 March 2005)

The Court held that the waiver agreement did not permit UCB to revive the guarantee liabilities for non-disclosure except in the case of undisclosed assets. Although non-fraudulent misrepresentation was established, the judge was entitled to refuse rescission under s.2(2) of the Misrepresentation Act 1967 because UCB failed to prove any substantial loss resulting from the misrepresentation. The appeal was dismissed.

Citation
[2005] EWCA Civ 225
Parties
Claimant/appellant: UCB Corporate Services Ltd; Defendant/respondent: Kenneth Roy Thomason; Defendant/respondent: Christian Ann Thomason
Jurisdiction
England and Wales
Judgment Date
07 March 2005
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) Decision
Outcome
Appeal dismissed
Legal Topics
Misrepresentation, Guarantees, Waiver Agreements, Damages, Rescission, Construction of Contracts
Contract Law Banking Law Misrepresentation Guarantees Waiver Agreements Damages Rescission Construction of Contracts

Case Brief

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Parties

UCB Corporate Services Ltd

Claimant/appellant

Kenneth Roy Thomason

Defendant/respondent

Christian Ann Thomason

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) Decision

Legal Issues

  1. 1 Whether the waiver agreement could be rescinded for non-fraudulent misrepresentation under the Misrepresentation Act 1967 s.2(2)
  2. 2 Whether the terms of the waiver agreement permitted UCB to revive the original guarantee liabilities for non-disclosure
  3. 3 Whether UCB suffered loss as a result of the misrepresentation

Ratio Decidendi

The Court held that the waiver agreement did not permit UCB to revive the guarantee liabilities for non-disclosure except in the case of undisclosed assets. Although non-fraudulent misrepresentation was established, the judge was entitled to refuse rescission under s.2(2) of the Misrepresentation Act 1967 because UCB failed to prove any substantial loss resulting from the misrepresentation. The appeal was dismissed.

Court Disposition

Appeal dismissed

Orders

  • Claim dismissed; no rescission of waiver agreement; no damages awarded to UCB