URE Energy Ltd v Notting Hill Genesis [2025] EWCA Civ 1407 (10 November 2025)

URE Energy Ltd v Notting Hill Genesis [2025] EWCA Civ 1407 (10 November 2025)

A party is not deemed to have elected to affirm a contract unless it has actual knowledge of its right to terminate, even where the right arises from an express contractual term. URE did not lose its right to terminate by election because it did not know of its right under clause 10.2(d) until November 2018. The termination payment is to be calculated by reference to projected turnover, not profit, as per the contract's terms.

Citation
[2025] EWCA Civ 1407
Parties
Respondent/claimant: URE Energy Limited; Appellant/defendant: Notting Hill Genesis
Jurisdiction
England and Wales
Judgment Date
10 November 2025
Procedural Posture
Appeal (civil) / Court of Appeal Judgment on Appeal From High Court (king's Bench Division, Commercial Court)
Outcome
Appeal dismissed; judgment for URE Energy Limited affirmed.
Legal Topics
Waiver by Election, Contractual Termination Rights, Knowledge Requirement for Affirmation, Estoppel, Calculation of Termination Payments
Contract Law Commercial Law Waiver by Election Contractual Termination Rights Knowledge Requirement for Affirmation Estoppel Calculation of Termination Payments

Case Brief

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Parties

URE Energy Limited

Respondent/claimant

Notting Hill Genesis

Appellant/defendant

Procedural Posture

Appeal (civil) / Court of Appeal Judgment on Appeal From High Court (king's Bench Division, Commercial Court)

Legal Issues

  1. 1 Does the principle in Peyman v Lanjani (that a party must know of its right to terminate to be held to have elected to affirm) apply to express contractual termination rights?
  2. 2 Is a party deemed to have knowledge of an express contractual right to terminate?
  3. 3 Did URE lose its right to terminate by election or affirmation through continued performance after the amalgamation?

Ratio Decidendi

A party is not deemed to have elected to affirm a contract unless it has actual knowledge of its right to terminate, even where the right arises from an express contractual term. URE did not lose its right to terminate by election because it did not know of its right under clause 10.2(d) until November 2018. The termination payment is to be calculated by reference to projected turnover, not profit, as per the contract's terms.

Court Disposition

Appeal dismissed; judgment for URE Energy Limited affirmed.

Orders

  • URE entitled to termination payment of £3,946,861.56 under clause 10.5 of the contract.
  • No deduction to be made for profit; payment based on projected turnover.