GSY Hospitality Ltd v Gladstone Court Developments Ltd [2025] EWHC 3231 (TCC) (11 December 2025)

GSY Hospitality Ltd v Gladstone Court Developments Ltd [2025] EWHC 3231 (TCC) (11 December 2025)

The expert's determination was not binding because he failed to consider and apply the No Oral Modification clauses and the Supreme Court's decision in MWB v Rock Advertising, constituting an error of law and a material departure from his mandate. Under the SPA, such an error renders the determination non-binding regardless of the correctness of the result on other grounds.

Citation
[2025] EWHC 3231 (TCC)
Parties
Claimant: GSY Hospitality Limited; Defendant: Gladstone Court Developments Limited
Jurisdiction
England and Wales
Judgment Date
11 December 2025
Procedural Posture
Commercial Summary Judgment Application / Summary Judgment on Expert Determination (apportionment Issue)
Outcome
Summary judgment granted for the claimant; expert determination on the Apportionment Issue declared not binding.
Legal Topics
No Oral Modification Clauses, Expert Determination, Summary Judgment, Estoppel by Convention, Contractual Interpretation
Contract Law Construction Law No Oral Modification Clauses Expert Determination Summary Judgment Estoppel by Convention Contractual Interpretation

Case Brief

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Parties

GSY Hospitality Limited

Claimant

Gladstone Court Developments Limited

Defendant

Procedural Posture

Commercial Summary Judgment Application / Summary Judgment on Expert Determination (apportionment Issue)

Legal Issues

  1. 1 Whether the expert's determination on the Apportionment Issue is binding given alleged error of law and/or manifest error
  2. 2 Whether a variation to the SPA capping liability at £800,000 was valid in light of No Oral Modification clauses
  3. 3 Whether the expert failed to apply the correct legal principles regarding contract variation

Ratio Decidendi

The expert's determination was not binding because he failed to consider and apply the No Oral Modification clauses and the Supreme Court's decision in MWB v Rock Advertising, constituting an error of law and a material departure from his mandate. Under the SPA, such an error renders the determination non-binding regardless of the correctness of the result on other grounds.

Court Disposition

Summary judgment granted for the claimant; expert determination on the Apportionment Issue declared not binding.

Orders

  • Declaration that the expert's determination in relation to the Apportionment Issue was erroneous as a matter of law and/or contained a manifest error and is not binding on the parties.