Watersheds v Simms

Watersheds v Simms

The contract expressly provided for Watersheds to be entitled to a fee if the business was sold during the engagement period, regardless of whether Watersheds was the effective cause of the sale or performed work in relation to the sale. The express terms were inconsistent with the implication of an 'effective cause' requirement, and the rationale for such implication was absent. Therefore, no such term should be implied.

Parties
Claimant: Watersheds Limited; Defendant: Christopher Simms
Jurisdiction
England and Wales
Judgment Date
12 March 2009
Procedural Posture
Civil Appeal / Appeal From Summary Judgment Dismissal
Outcome
Appeal allowed; summary judgment entered for Claimant; quantum to be determined at disposal hearing.
Legal Topics
Implied Terms, Agency, Commission Contracts, Summary Judgment
Contract Law Implied Terms Agency Commission Contracts Summary Judgment

Case Brief

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Parties

Watersheds Limited

Claimant

Christopher Simms

Defendant

Procedural Posture

Civil Appeal / Appeal From Summary Judgment Dismissal

Legal Issues

  1. 1 Whether a term should be implied into the contract requiring Watersheds to be an effective cause of the sale to be entitled to a fee
  2. 2 Whether the express terms of the contract are inconsistent with such an implied term

Ratio Decidendi

The contract expressly provided for Watersheds to be entitled to a fee if the business was sold during the engagement period, regardless of whether Watersheds was the effective cause of the sale or performed work in relation to the sale. The express terms were inconsistent with the implication of an 'effective cause' requirement, and the rationale for such implication was absent. Therefore, no such term should be implied.

Court Disposition

Appeal allowed; summary judgment entered for Claimant; quantum to be determined at disposal hearing.

Orders

  • Judgment entered for Claimant.
  • Quantum to be determined at a disposal hearing.