WG Mitchell (Gleneagles) Ltd & Anor v Jemstock One Ltd [2006] EWHC 3644 (Ch) (10 October 2006)

WG Mitchell (Gleneagles) Ltd & Anor v Jemstock One Ltd [2006] EWHC 3644 (Ch) (10 October 2006)

The omission of the agreed guarantee from the agreement for underlease was a mutual mistake; all evidence demonstrates a common intention that the guarantee be included as a fundamental term. Rectification is appropriate to reflect the parties' true agreement and to preserve their entitlement to stamp duty land tax...

Source-derived case information.

Citation
[2006] EWHC 3644 (Ch)
Parties
Claimant: W G Mitchell (Gleneagles) Ltd; Claimant: W G Mitchell (Derry) Ltd; Defendant: Jemstock One Ltd
Jurisdiction
England and Wales
Judgment Date
10 October 2006
Procedural Posture
Part 8 Claim / Trial and Judgment
Outcome
Claim allowed; order for rectification granted.
Legal Topics
Rectification of Contract, Mutual Mistake, Stamp Duty Land Tax, Lease Agreements
Property Law Contract Law Rectification of Contract Mutual Mistake Stamp Duty Land Tax Lease Agreements

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Parties

W G Mitchell (Gleneagles) Ltd

Claimant

W G Mitchell (Derry) Ltd

Claimant

Jemstock One Ltd

Defendant

Procedural Posture

Part 8 Claim / Trial and Judgment

Legal Issues

  1. 1 Whether the agreement for underlease should be rectified to include the agreed guarantee omitted by mutual mistake
  2. 2 Whether rectification is appropriate where omission affects entitlement to stamp duty land tax relief

Ratio Decidendi

The omission of the agreed guarantee from the agreement for underlease was a mutual mistake; all evidence demonstrates a common intention that the guarantee be included as a fundamental term. Rectification is appropriate to reflect the parties' true agreement and to preserve their entitlement to stamp duty land tax relief, which would otherwise be lost if the mistake were corrected by deed after the relevant legislative change.

Court Disposition

Claim allowed; order for rectification granted.

Orders

  • The agreement for underlease is to be rectified in the form sought by the claimants to include the agreed guarantee.