The Pentagon Food Group Ltd & Ors v B Cadman Ltd [2024] EWHC 2513 (Comm) (09 August 2024)

The Pentagon Food Group Ltd & Ors v B Cadman Ltd [2024] EWHC 2513 (Comm) (09 August 2024)

BCL did not own Portland House and could not unilaterally compel its sale; the settlement agreement did not contain an express term obliging BCL to sell the property itself. The claimants' reliance on statements in pleadings is barred by judicial proceedings immunity. However, representations made during mediation are admissible under the misrepresentation exception to the without prejudice rule. The court finds that BCL, through Mr Cadman, misrepresented its ownership and ability to sell Portland House, inducing the claimants to enter the settlement. The claim for breach of an implied term that BCL could and would procure the sale is made out. Liability is established, but quantum and...

Citation
[2024] EWHC 2513 (Comm)
Parties
Claimant: The Pentagon Food Group Limited; Claimant: Khan Estates Limited; Claimant: Ashfaq Khan; Defendant: B Cadman Limited
Jurisdiction
England and Wales
Judgment Date
09 August 2024
Procedural Posture
Commercial Contract and Tort Claim / Liability Trial (no Remedy Determined)
Outcome
Liability established against BCL for misrepresentation and breach of implied term; quantum and remedy to be determined at a future hearing.
Legal Topics
Misrepresentation, Implied Terms, Settlement Agreements, Without Prejudice Rule, Judicial Proceedings Immunity
Contract Law Tort Law Civil Procedure Misrepresentation Implied Terms Settlement Agreements Without Prejudice Rule Judicial Proceedings Immunity

Case Brief

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Parties

The Pentagon Food Group Limited

Claimant

Khan Estates Limited

Claimant

Ashfaq Khan

Claimant

B Cadman Limited

Defendant

Procedural Posture

Commercial Contract and Tort Claim / Liability Trial (no Remedy Determined)

Legal Issues

  1. 1 Whether BCL breached an express or implied term of the settlement agreement to sell Portland House to KEL
  2. 2 Whether BCL made actionable misrepresentations regarding ownership and ability to sell Portland House
  3. 3 Whether statements made in pleadings and mediation are admissible and actionable

Ratio Decidendi

BCL did not own Portland House and could not unilaterally compel its sale; the settlement agreement did not contain an express term obliging BCL to sell the property itself. The claimants' reliance on statements in pleadings is barred by judicial proceedings immunity. However, representations made during mediation are admissible under the misrepresentation exception to the without prejudice rule. The court finds that BCL, through Mr Cadman, misrepresented its ownership and ability to sell Portland House, inducing the claimants to enter the settlement. The claim for breach of an implied term that BCL could and would procure the sale is made out. Liability is established, but quantum and...

Court Disposition

Liability established against BCL for misrepresentation and breach of implied term; quantum and remedy to be determined at a future hearing.

Orders

  • Claimants succeed on liability; assessment of damages and remedies adjourned.
  • No order as to specific performance at this stage.