Sainsbury's Supermarkets Ltd v Bristol Rovers (1883) Ltd

Sainsbury's Supermarkets Ltd v Bristol Rovers (1883) Ltd

Sainsbury’s obligations to use reasonable endeavours and act in good faith to obtain Acceptable Store Planning Permission survived the Cut Off Date until expiry of the Termination Notice. Sainsbury’s was not entitled to terminate the Agreement if the failure to satisfy conditions was caused by its own breach. The Club’s approval of the timing and terms of the s.73 application and the lack of Planning Counsel’s opinion for a resubmission meant an Acceptable Store Planning Permission could not have been obtained before the Termination Date. Accordingly, Sainsbury’s lawfully terminated the Agreement unless its construction of Schedule 1 [2.11] was incorrect, in which case the Club would...

Parties
Claimant: Sainsbury’s Supermarkets Limited; Defendant: Bristol Rovers (1883) Limited
Jurisdiction
England and Wales
Judgment Date
13 July 2015
Procedural Posture
Civil / Expedited Trial of Liability Only
Outcome
Claim allowed; Sainsbury’s lawfully terminated the Agreement.
Legal Topics
Conditional Contracts, Termination Rights, Good Faith Obligations, Planning Permissions, Estoppel by Convention
Contract Law Property Law Conditional Contracts Termination Rights Good Faith Obligations Planning Permissions Estoppel by Convention

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Parties

Sainsbury’s Supermarkets Limited

Claimant

Bristol Rovers (1883) Limited

Defendant

Procedural Posture

Civil / Expedited Trial of Liability Only

Legal Issues

  1. 1 Whether Sainsbury’s lawfully terminated the Agreement for non-satisfaction of conditions precedent
  2. 2 Whether Sainsbury’s breached its contractual obligations by failing to use reasonable endeavours to obtain Acceptable Store Planning Permission
  3. 3 Whether the Club’s failure to satisfy other conditions was caused by Sainsbury’s breach

Ratio Decidendi

Sainsbury’s obligations to use reasonable endeavours and act in good faith to obtain Acceptable Store Planning Permission survived the Cut Off Date until expiry of the Termination Notice. Sainsbury’s was not entitled to terminate the Agreement if the failure to satisfy conditions was caused by its own breach. The Club’s approval of the timing and terms of the s.73 application and the lack of Planning Counsel’s opinion for a resubmission meant an Acceptable Store Planning Permission could not have been obtained before the Termination Date. Accordingly, Sainsbury’s lawfully terminated the Agreement unless its construction of Schedule 1 [2.11] was incorrect, in which case the Club would...

Court Disposition

Claim allowed; Sainsbury’s lawfully terminated the Agreement.

Orders

  • Agreement terminated as of 26 November 2014 unless Schedule 1 [2.11] construction is incorrect, in which case Club succeeds.
  • Any antecedent breaches preserved for damages claims.