Menolly Investments 3 Sarl v Cerep Sarl (Rev 1)

Menolly Investments 3 Sarl v Cerep Sarl (Rev 1)

Provision of level access was included in the Works under the Building Contract, but Menolly was estopped from challenging the validity of Certificate 7 (and subsequent certificates) on the basis of level access, having conducted itself throughout as if practical completion had been achieved and failing to raise the issue in a timely manner. Accordingly, the SPA was due for completion based on the certificates issued.

Parties
Claimant: Menolly Investments 3 SARL; Defendant: Cerep SARL; Defendant: Menolly Homes Ltd
Jurisdiction
England and Wales
Judgment Date
18 March 2009
Procedural Posture
Civil / Final Judgment
Outcome
Claim dismissed; SPA to be completed.
Legal Topics
Practical Completion, Estoppel, Waiver, Building Contracts, Share Sale Agreement, Certification, Planning Conditions
Contract Law Construction Law Equity Practical Completion Estoppel Waiver Building Contracts Share Sale Agreement +2 more

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Parties

Menolly Investments 3 SARL

Claimant

Cerep SARL

Defendant

Menolly Homes Ltd

Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 Whether provision of level access formed part of the Works under the Building Contract
  2. 2 Whether the certificates of practical completion issued for Section 1 and Section 2 were valid under the SPA
  3. 3 Whether Menolly was estopped or had waived its right to challenge the certificates based on level access

Ratio Decidendi

Provision of level access was included in the Works under the Building Contract, but Menolly was estopped from challenging the validity of Certificate 7 (and subsequent certificates) on the basis of level access, having conducted itself throughout as if practical completion had been achieved and failing to raise the issue in a timely manner. Accordingly, the SPA was due for completion based on the certificates issued.

Court Disposition

Claim dismissed; SPA to be completed.

Orders

  • Menolly must complete the SPA within 10 business days after the issue of Certificates 10 and 11.
  • Outstanding financial questions, including adjustment for level access and interest, to be settled between the parties.