Daniel Stewart & Company Plc v Environmental Waste Controls Plc [2013] EWHC 1763 (QB) (25 June 2013)

Daniel Stewart & Company Plc v Environmental Waste Controls Plc [2013] EWHC 1763 (QB) (25 June 2013)

The court held that the abort fee clause was clear and unambiguous: EWC was liable to pay the abort fee of £150,000 because it decided not to proceed with the listing for reasons unconnected to Daniel Stewart's performance. There was no implied term requiring Daniel Stewart to act reasonably in withholding agreement that the listing should not proceed. The evidence showed EWC aborted for its own commercial reasons, not due to Daniel Stewart's conduct. Daniel Stewart was also entitled to certain legal expenses and interest.

Citation
[2013] EWHC 1763 (QB)
Parties
Claimant: Daniel Stewart & Company PLC; Defendant: Environmental Waste Controls PLC
Jurisdiction
England and Wales
Judgment Date
25 June 2013
Procedural Posture
Commercial Contract Dispute / High Court Trial Judgment
Outcome
Claim allowed
Legal Topics
Construction of Contract Terms, Implied Terms, Payment of Abort Fees, Brokerage Agreements, Remedies for Breach of Contract
Contract Law Commercial Law Construction of Contract Terms Implied Terms Payment of Abort Fees Brokerage Agreements Remedies for Breach of Contract

Case Brief

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Parties

Daniel Stewart & Company PLC

Claimant

Environmental Waste Controls PLC

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether the abort fee is payable under the Engagement Letter
  2. 2 Proper construction of the abort fee clause
  3. 3 Whether Daniel Stewart was required to act reasonably in withholding agreement that the listing should not proceed

Ratio Decidendi

The court held that the abort fee clause was clear and unambiguous: EWC was liable to pay the abort fee of £150,000 because it decided not to proceed with the listing for reasons unconnected to Daniel Stewart's performance. There was no implied term requiring Daniel Stewart to act reasonably in withholding agreement that the listing should not proceed. The evidence showed EWC aborted for its own commercial reasons, not due to Daniel Stewart's conduct. Daniel Stewart was also entitled to certain legal expenses and interest.

Court Disposition

Claim allowed

Orders

  • EWC to pay Daniel Stewart the abort fee of £150,000
  • EWC to pay Daniel Stewart £699.30 for legal disbursements