Menolly Investments 3 Sarl v Cerep Sarl (Rev 1) [2009] EWHC 516 (Ch) (18 March 2009)

Menolly Investments 3 Sarl v Cerep Sarl (Rev 1) [2009] EWHC 516 (Ch) (18 March 2009)

Certificates of practical completion issued by the Employer's Representative are valid unless manifest error or fraud is proven. Errors in issuer name are trivial and do not invalidate certificates. Compliance with clause 5.5.1 is a condition precedent, but subsequent certificates remedied any defects. Menolly is not estopped from challenging Certificate 7, but valid certificates issued after proper inspection are binding. Completion of the SPA is triggered by the earliest valid certificate for Section 2 following valid certification for Section 1.

Citation
[2009] EWHC 516 (Ch)
Parties
Claimant/part 20 Defendant: Menolly Investments 3 SARL; Defendant/part 20 Claimant: Cerep SARL; Defendant/part 20 Claimant: Menolly Homes Ltd
Jurisdiction
England and Wales
Judgment Date
18 March 2009
Procedural Posture
Declaratory Relief and Counter Declarations / Final Judgment
Outcome
Declarations granted; valid certificates of practical completion exist for both Sections. SPA completion is triggered.
Legal Topics
Validity of Certificates of Practical Completion, Estoppel and Waiver, Interpretation of 'final and Binding' Provisions, Manifest Error Exception, Share Sale Agreement Completion Conditions
Commercial Law Construction Law Contract Law Validity of Certificates of Practical Completion Estoppel and Waiver Interpretation of 'final and Binding' Provisions Manifest Error Exception Share Sale Agreement Completion Conditions

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Parties

Menolly Investments 3 SARL

Claimant/part 20 Defendant

Cerep SARL

Defendant/part 20 Claimant

Menolly Homes Ltd

Defendant/part 20 Claimant

Procedural Posture

Declaratory Relief and Counter Declarations / Final Judgment

Legal Issues

  1. 1 Whether certificates of practical completion issued under the Building Contract and SPA are valid
  2. 2 Whether Menolly is estopped or has waived its right to challenge Certificate 7
  3. 3 Whether compliance with clause 5.5.1 is a condition precedent to certificate issuance

Ratio Decidendi

Certificates of practical completion issued by the Employer's Representative are valid unless manifest error or fraud is proven. Errors in issuer name are trivial and do not invalidate certificates. Compliance with clause 5.5.1 is a condition precedent, but subsequent certificates remedied any defects. Menolly is not estopped from challenging Certificate 7, but valid certificates issued after proper inspection are binding. Completion of the SPA is triggered by the earliest valid certificate for Section 2 following valid certification for Section 1.

Court Disposition

Declarations granted; valid certificates of practical completion exist for both Sections. SPA completion is triggered.

Orders

  • Menolly must complete the SPA as per valid certificates issued after 12 March 2009.
  • Certificates issued by the Employer's Representative are binding unless manifest error or fraud is shown.