Rolls-Royce Holdings PLC v Goodrich Corporation & Ors

Rolls-Royce Holdings PLC v Goodrich Corporation & Ors

The court refused summary judgment because, while Goodrich was estopped from denying novation as between itself and RR Holdings, there remained triable issues regarding the construction of the December 2017 Letter Agreement and whether the Call Option was exercisable after 31 December 2017 or upon determination that Governmental Approval would not be forthcoming. The evidence was insufficient to establish actual novation by conduct due to lack of evidence regarding RR Group's position, and Goodrich's construction of the contract had a real prospect of success.

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 (summary Judgment Application) / Ruling on Application for Summary Judgment
Outcome
Application for summary judgment refused
Legal Topics
Novation, Contractual Estoppel, Summary Judgment, Interpretation of Commercial Contracts, Misrepresentation, Assignment and Novation Clauses
Contract Law Commercial Law Novation Contractual Estoppel Summary Judgment Interpretation of Commercial Contracts Misrepresentation Assignment and Novation Clauses

Case Brief

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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 (summary Judgment Application) / Ruling on Application for Summary Judgment

Legal Issues

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

Ratio Decidendi

The court refused summary judgment because, while Goodrich was estopped from denying novation as between itself and RR Holdings, there remained triable issues regarding the construction of the December 2017 Letter Agreement and whether the Call Option was exercisable after 31 December 2017 or upon determination that Governmental Approval would not be forthcoming. The evidence was insufficient to establish actual novation by conduct due to lack of evidence regarding RR Group's position, and Goodrich's construction of the contract had a real prospect of success.

Court Disposition

Application for summary judgment refused

Orders

  • Application for summary judgment by RR Holdings is dismissed
  • Case to proceed to trial on the remaining issues