FSHC Group Holdings Ltd v Glas Trust Corporation Ltd (Rev 1) [2019] EWCA Civ 1361 (31 July 2019)

FSHC Group Holdings Ltd v Glas Trust Corporation Ltd (Rev 1) [2019] EWCA Civ 1361 (31 July 2019)

The correct test for rectification for common mistake is whether, at the time of execution, the parties had a common actual (subjective) intention, outwardly expressed, that the contract should have a particular effect, and the written instrument fails to record this due to a common mistake. The trial judge's findings established such a common intention and mistake; thus, rectification was justified.

Citation
[2019] EWCA Civ 1361
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 / Court of Appeal Judgment on Appeal From Chancery Division
Outcome
Appeal dismissed
Legal Topics
Rectification of Contracts, Common Mistake, Interpretation of Contracts, Equitable Remedies
Equity Contract Law Rectification of Contracts Common Mistake Interpretation of Contracts Equitable Remedies

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Parties

FSHC Group Holdings Limited

Claimant / Respondent

GLAS Trust Corporation Limited

Defendant / Appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From Chancery Division

Legal Issues

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

Ratio Decidendi

The correct test for rectification for common mistake is whether, at the time of execution, the parties had a common actual (subjective) intention, outwardly expressed, that the contract should have a particular effect, and the written instrument fails to record this due to a common mistake. The trial judge's findings established such a common intention and mistake; thus, rectification was justified.

Court Disposition

Appeal dismissed

Orders

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