Urban Retreats Ltd v Harrods Ltd

Urban Retreats Ltd v Harrods Ltd

The indemnity in clause 12H covers all staff remuneration and liabilities arising prior to the termination date, including those not yet payable at that date, as this construction aligns with the context, drafting, and commercial sense of the agreement.

Parties
Claimant: Urban Retreats Limited; Defendant: Harrods Limited
Jurisdiction
England and Wales
Judgment Date
12 October 2018
Procedural Posture
Civil / Judgment on Application for Construction of Settlement Agreement
Outcome
Application dismissed; court adopts defendant's construction of the indemnity clause.
Legal Topics
Interpretation of Indemnity Clauses, Employment Liabilities, Settlement Agreements, TUPE Regulations
Contract Law Employment Law Interpretation of Indemnity Clauses Employment Liabilities Settlement Agreements TUPE Regulations

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Parties

Urban Retreats Limited

Claimant

Harrods Limited

Defendant

Procedural Posture

Civil / Judgment on Application for Construction of Settlement Agreement

Legal Issues

  1. 1 Whether the indemnity in clause 12H of the settlement agreement covers remuneration earned by staff prior to the termination date
  2. 2 Proper construction of the phrases 'which fall due', 'any liability', and the definition of 'Employment Liabilities'

Ratio Decidendi

The indemnity in clause 12H covers all staff remuneration and liabilities arising prior to the termination date, including those not yet payable at that date, as this construction aligns with the context, drafting, and commercial sense of the agreement.

Court Disposition

Application dismissed; court adopts defendant's construction of the indemnity clause.