Platinum Investment Trust Plc v Knox D' Arcy Asset Management Ltd

Platinum Investment Trust Plc v Knox D' Arcy Asset Management Ltd

The application to rectify the Deed fails because the parties' common intention at the time of execution was reflected in the Deed formula, and a binding agreement was reached in 1998 to use the KAM formula. The court cannot construct an agreement the parties did not make, and imperfections in the formula do not amount to a common mistake if considered and approved by the parties.

Parties
Claimant: Platinum Investment Trust Plc; Defendant: Knox D'Arcy Asset Management Limited
Jurisdiction
England and Wales
Judgment Date
25 July 2006
Procedural Posture
Civil / Judgment
Outcome
Application for rectification dismissed; defendants succeed on their counterclaim to the extent indicated.
Legal Topics
Rectification of Written Instruments, Performance Related Compensation, Mistake in Contract, Management Warrants
Contract Law Equity Rectification of Written Instruments Performance Related Compensation Mistake in Contract Management Warrants

Case Brief

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Parties

Platinum Investment Trust Plc

Claimant

Knox D'Arcy Asset Management Limited

Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether the Deed contains a mistake in the formula for calculating entitlement to warrants
  2. 2 Whether the parties have already agreed a correction to the mistake
  3. 3 Whether the Deed should be rectified by substituting a new formula

Ratio Decidendi

The application to rectify the Deed fails because the parties' common intention at the time of execution was reflected in the Deed formula, and a binding agreement was reached in 1998 to use the KAM formula. The court cannot construct an agreement the parties did not make, and imperfections in the formula do not amount to a common mistake if considered and approved by the parties.

Court Disposition

Application for rectification dismissed; defendants succeed on their counterclaim to the extent indicated.