Sainsbury's Supermarkets Ltd v Bristol Rovers (1883) Ltd [2015] EWHC 2002 (Ch) (13 July 2015)

Sainsbury's Supermarkets Ltd v Bristol Rovers (1883) Ltd [2015] EWHC 2002 (Ch) (13 July 2015)

Sainsbury's obligations to use all reasonable endeavours and act in good faith to obtain an Acceptable Store Planning Permission continued until the expiry of a valid Termination Notice, not merely until the Cut Off Date. Sainsbury's failed to prosecute its s.73 application with due diligence, failed to communicate material information to the Club, and refused to permit the Club to make its own application, thereby breaching its contractual obligations. The purported termination was not lawful.

Citation
[2015] EWHC 2002 (Ch)
Parties
Claimant: Sainsbury's Supermarkets Limited; Defendant: Bristol Rovers (1883) Limited
Jurisdiction
England and Wales
Judgment Date
13 July 2015
Procedural Posture
Commercial Contract Dispute (expedited Trial of Liability Only) / High Court (chancery Division) Judgment
Outcome
Judgment for the Defendant (Bristol Rovers). Sainsbury's purported termination was not lawful.
Legal Topics
Conditional Contracts, Termination of Contracts, Good Faith Obligations, Planning Permissions, Estoppel by Convention
Contract Law Commercial Property Law Conditional Contracts Termination of Contracts Good Faith Obligations Planning Permissions Estoppel by Convention

Case Brief

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Parties

Sainsbury's Supermarkets Limited

Claimant

Bristol Rovers (1883) Limited

Defendant

Procedural Posture

Commercial Contract Dispute (expedited Trial of Liability Only) / High Court (chancery Division) Judgment

Legal Issues

  1. 1 Whether Sainsbury's lawfully terminated the Agreement for non-satisfaction of conditions precedent
  2. 2 Whether Sainsbury's was obliged to continue seeking planning permission after the Cut Off Date
  3. 3 Whether Sainsbury's breached obligations of good faith and reasonable endeavours

Ratio Decidendi

Sainsbury's obligations to use all reasonable endeavours and act in good faith to obtain an Acceptable Store Planning Permission continued until the expiry of a valid Termination Notice, not merely until the Cut Off Date. Sainsbury's failed to prosecute its s.73 application with due diligence, failed to communicate material information to the Club, and refused to permit the Club to make its own application, thereby breaching its contractual obligations. The purported termination was not lawful.

Court Disposition

Judgment for the Defendant (Bristol Rovers). Sainsbury's purported termination was not lawful.

Orders

  • Declaration that the Agreement was not lawfully terminated by Sainsbury's.
  • Directions for further proceedings to determine consequential relief and remedies.