Kwik Lets Ltd & Ors v Khaira & Ors

Kwik Lets Ltd & Ors v Khaira & Ors

Clause 6.5.1 of the settlement agreement does not confer a contractual discretion of the Braganza type; it provides a binary choice and the Land Companies are not the contractually agreed decision-maker affecting both parties' rights. The machinery of clause 6.5 vests the ultimate decision in the court, not the Land Companies. Therefore, no Braganza duty can be implied, and the claim against the appellants based on alleged implied terms must fail.

Parties
Appellant: Kwik Lets Limited; Appellant: Baron Deschauer; Appellant: Shoshana Gilbert; Respondent: Amanpreet Sing Khaira & Others
Jurisdiction
England and Wales
Judgment Date
17 January 2020
Procedural Posture
Appeal / Judgment
Outcome
appeal allowed; claim against appellants struck out
Legal Topics
Implied Terms, Contractual Discretion, Braganza Duty, Summary Judgment, Strike Out
Contract Law Implied Terms Contractual Discretion Braganza Duty Summary Judgment Strike Out

Case Brief

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Parties

Kwik Lets Limited

Appellant

Baron Deschauer

Appellant

Shoshana Gilbert

Appellant

Amanpreet Sing Khaira & Others

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether a Braganza duty should be implied into clause 6.5.1 of the settlement agreement
  2. 2 Whether there was an imbalance of power or conflict of interest justifying implication of a Braganza duty
  3. 3 Whether the claim against the appellants based on alleged implied terms should be struck out

Ratio Decidendi

Clause 6.5.1 of the settlement agreement does not confer a contractual discretion of the Braganza type; it provides a binary choice and the Land Companies are not the contractually agreed decision-maker affecting both parties' rights. The machinery of clause 6.5 vests the ultimate decision in the court, not the Land Companies. Therefore, no Braganza duty can be implied, and the claim against the appellants based on alleged implied terms must fail.

Court Disposition

appeal allowed; claim against appellants struck out

Orders

  • The claim against Kwik Lets Limited, Baron Deschauer, and Shoshana Gilbert is struck out.
  • No extension of time for revised respondents’ notice and cross-appeal.