The Pentagon Food Group Ltd & Ors v B Cadman Ltd

The Pentagon Food Group Ltd & Ors v B Cadman Ltd

BCL breached an express term of the settlement agreement by failing to enter into a contract to sell Portland House to KEL as soon as reasonably practicable. Alternatively, BCL breached implied terms that it could and would sell or cause the sale of the property. BCL also made actionable misrepresentations during mediation that it owned the property and could sell it, which induced the Claimants to enter the agreement. The Claimants suffered some loss as a result. Judicial proceedings immunity barred reliance on pleadings as a cause of action, but not as context. The without prejudice rule did not bar evidence of misrepresentation or interpretation of the settlement agreement in these...

Parties
Claimant: The Pentagon Food Group Limited; Claimant: Khan Estates Limited; Claimant: Ashfaq Khan; Defendant: B Cadman Limited
Jurisdiction
England and Wales
Judgment Date
10 April 2024
Procedural Posture
Commercial/contractual Claim / Liability Trial (split Trial, Remedies to Follow)
Outcome
Liability established against BCL for breach of contract (express and implied terms) and misrepresentation. Remedies to be determined at a future hearing.
Legal Topics
Settlement Agreements, Implied Terms, Misrepresentation (fraudulent/negligent), Without Prejudice Rule, Contractual Interpretation
Contract Law Misrepresentation Civil Procedure Settlement Agreements Implied Terms Misrepresentation (fraudulent/negligent) Without Prejudice Rule Contractual Interpretation

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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/contractual Claim / Liability Trial (split Trial, Remedies to Follow)

Legal Issues

  1. 1 Are statements made in pleadings and mediation actionable or admissible for misrepresentation?
  2. 2 Did BCL breach an express term of the settlement agreement?
  3. 3 Should terms be implied into the settlement agreement, and were they breached?

Ratio Decidendi

BCL breached an express term of the settlement agreement by failing to enter into a contract to sell Portland House to KEL as soon as reasonably practicable. Alternatively, BCL breached implied terms that it could and would sell or cause the sale of the property. BCL also made actionable misrepresentations during mediation that it owned the property and could sell it, which induced the Claimants to enter the agreement. The Claimants suffered some loss as a result. Judicial proceedings immunity barred reliance on pleadings as a cause of action, but not as context. The without prejudice rule did not bar evidence of misrepresentation or interpretation of the settlement agreement in these...

Court Disposition

Liability established against BCL for breach of contract (express and implied terms) and misrepresentation. Remedies to be determined at a future hearing.