FSHC Group Holdings Ltd v Glas Trust Corporation Ltd (Rev 1)

FSHC Group Holdings Ltd v Glas Trust Corporation Ltd (Rev 1)

The correct legal test for rectification for common mistake requires proof that, at the time of execution, both parties had the same actual intention regarding the relevant contractual provision, that this intention was outwardly communicated between them, and that the written contract failed to reflect this intention due to a mistake. The test is subjective, not purely objective. On the facts, both parties intended the accession deeds to do no more than provide the missing security, and the deeds should be rectified accordingly.

Parties
Claimant / Respondent: FSHC Group Holdings Limited; Defendant / Appellant: GLAS Trust Corporation Limited
Jurisdiction
England and Wales
Judgment Date
31 July 2019
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Rectification of Contracts, Common Mistake, Interpretation of Contracts, Equitable Remedies
Contract Law Equity Rectification of Contracts Common Mistake Interpretation of Contracts Equitable Remedies

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 4 Authorities cited 10 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

FSHC Group Holdings Limited

Claimant / Respondent

GLAS Trust Corporation Limited

Defendant / Appellant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 What is the correct legal test for rectification of a contract for common mistake?
  2. 2 Is the test for common intention in rectification claims objective or subjective?
  3. 3 Did the accession deeds reflect the parties' common intention or was there a mistake justifying rectification?

Ratio Decidendi

The correct legal test for rectification for common mistake requires proof that, at the time of execution, both parties had the same actual intention regarding the relevant contractual provision, that this intention was outwardly communicated between them, and that the written contract failed to reflect this intention due to a mistake. The test is subjective, not purely objective. On the facts, both parties intended the accession deeds to do no more than provide the missing security, and the deeds should be rectified accordingly.

Court Disposition

Appeal dismissed

Orders

  • Rectification of the accession deeds to exclude the additional obligations not intended by the parties