The Co-Operative Bank Plc v Hayes Freehold Ltd & Ors

The Co-Operative Bank Plc v Hayes Freehold Ltd & Ors

The Deed expressly and unambiguously provided for the unconditional and irrevocable release of Holdings' guarantee upon execution. There was no implied condition precedent, no actionable misrepresentation, and no basis for rescission for mistake or unjust enrichment. Deutsche Bank's loss arose from its own...

Source-derived case information.

Parties
Claimant: The Co-Operative Bank PLC; Defendant: Hayes Freehold Limited (in liquidation); Defendant/part 20 Claimant: Deutsche Bank AG; Defendant/part 20 Defendant: Sentrum (Hayes) Limited (in liquidation); Defendant/part 20 Defendant: Sentrum Holdings Limited
Jurisdiction
England and Wales
Judgment Date
20 July 2017
Procedural Posture
Commercial/chancery (part 20 Claim) / Judgment After Trial
Outcome
All claims by Deutsche Bank against Holdings and Sentrum Hayes dismissed.
Legal Topics
Implied Terms, Fraudulent Misrepresentation, Unilateral Mistake, Common Mistake, Unjust Enrichment, Estoppel
Contract Law Equity Property Law Implied Terms Fraudulent Misrepresentation Unilateral Mistake Common Mistake Unjust Enrichment +1 more

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Summary, issues, holding and outcome

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Parties

The Co-Operative Bank PLC

Claimant

Hayes Freehold Limited (in liquidation)

Defendant

Deutsche Bank AG

Defendant/part 20 Claimant

Sentrum (Hayes) Limited (in liquidation)

Defendant/part 20 Defendant

Sentrum Holdings Limited

Defendant/part 20 Defendant

Procedural Posture

Commercial/chancery (part 20 Claim) / Judgment After Trial

Legal Issues

  1. 1 Whether there was an implied condition precedent to the release of guarantee that the surrender of the Headlease be effective
  2. 2 Whether there was an implied fraudulent misrepresentation entitling rescission
  3. 3 Whether the Deed could be rescinded for unilateral or common mistake

Ratio Decidendi

The Deed expressly and unambiguously provided for the unconditional and irrevocable release of Holdings' guarantee upon execution. There was no implied condition precedent, no actionable misrepresentation, and no basis for rescission for mistake or unjust enrichment. Deutsche Bank's loss arose from its own solicitor's negligence, not from any actionable conduct by Holdings.

Court Disposition

All claims by Deutsche Bank against Holdings and Sentrum Hayes dismissed.

Orders

  • Deutsche Bank's claims against Holdings and Sentrum Hayes are dismissed.