Rolls-Royce Holdings Plc v Goodrich Corporation [2022] EWHC 745 (Comm) (30 March 2022)

Rolls-Royce Holdings Plc v Goodrich Corporation [2022] EWHC 745 (Comm) (30 March 2022)

The court held that the documentary evidence and conduct of the parties established that RR Holdings was the counterparty to the PCOA and entitled to exercise the Call Option. Goodrich was contractually estopped from denying this, and any misrepresentation argument failed due to non-reliance clauses and affirmation of the agreements. There was no real prospect of Goodrich succeeding at trial on these issues, and summary judgment was appropriate.

Citation
[2022] EWHC 745 (Comm)
Parties
Claimant/applicant: Rolls-Royce Holdings PLC; Defendant/respondent: Goodrich Corporation; Third Party: Rolls-Royce PLC; Fourth Party: Rolls-Royce Total Care Services Limited; Fifth Party: Rolls-Royce Corporation; Sixth Party: Rolls-Royce Defense Services Inc.; Seventh Party: Rolls-Royce Deutschland Ltd. & Co. KG; Eighth Party: Rolls-Royce Brasil Limitada; Ninth Party: Rolls-Royce Canada Limited; Tenth Party: Rolls-Royce Controls and Data Services Limited (formerly Rolls-Royce Goodrich Engine Control Systems Limited)
Jurisdiction
England and Wales
Judgment Date
30 March 2022
Procedural Posture
Commercial Court Claim for Summary Judgment / Summary Judgment Application
Outcome
Summary judgment granted for the claimant
Legal Topics
Novation, Contractual Estoppel, Summary Judgment, Misrepresentation, Interpretation of Commercial Contracts
Contract Law Commercial Law Novation Contractual Estoppel Summary Judgment Misrepresentation Interpretation of Commercial Contracts

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 24 Party arguments 2
Sign in to unlock

Parties

Rolls-Royce Holdings PLC

Claimant/applicant

Goodrich Corporation

Defendant/respondent

Rolls-Royce PLC

Third Party

Rolls-Royce Total Care Services Limited

Fourth Party

Rolls-Royce Corporation

Fifth Party

Rolls-Royce Defense Services Inc.

Sixth Party

Rolls-Royce Deutschland Ltd. & Co. KG

Seventh Party

Rolls-Royce Brasil Limitada

Eighth Party

Rolls-Royce Canada Limited

Ninth Party

Rolls-Royce Controls and Data Services Limited (formerly Rolls-Royce Goodrich Engine Control Systems Limited)

Tenth Party

Procedural Posture

Commercial Court Claim for Summary Judgment / Summary Judgment Application

Legal Issues

  1. 1 Whether there was a novation of the Call Option to RR Holdings
  2. 2 Whether Goodrich is contractually estopped from denying novation
  3. 3 Whether any novation or estoppel was induced by misrepresentation or common mistake

Ratio Decidendi

The court held that the documentary evidence and conduct of the parties established that RR Holdings was the counterparty to the PCOA and entitled to exercise the Call Option. Goodrich was contractually estopped from denying this, and any misrepresentation argument failed due to non-reliance clauses and affirmation of the agreements. There was no real prospect of Goodrich succeeding at trial on these issues, and summary judgment was appropriate.

Court Disposition

Summary judgment granted for the claimant

Orders

  • Declaration that RR Holdings validly exercised the Call Option under the PCOA
  • Goodrich is contractually estopped from denying RR Holdings' entitlement under the PCOA