Air Studios (Lyndhurst) Ltd (t/a Air Entertainment Group) v Lombard North Central Plc [2012] EWHC 3162 (QB) (09 November 2012)

Air Studios (Lyndhurst) Ltd (t/a Air Entertainment Group) v Lombard North Central Plc [2012] EWHC 3162 (QB) (09 November 2012)

A binding contract was concluded by email on 19 August 2011 when Lombard accepted Air Studios' unconditional offer to purchase all equipment under the three lease agreements for £100,000 plus VAT, on an 'as is, where is' basis, with removal at Air Studios' risk and expense. The contract was not void for uncertainty as the subject matter and price were sufficiently certain, and the absence of agreed standard terms or further formalities did not prevent contract formation.

Citation
[2012] EWHC 3162
Parties
Claimant: Air Studios (Lyndhurst) Limited T/A Air Entertainment Group; Defendant: Lombard North Central PLC
Jurisdiction
England and Wales
Judgment Date
09 November 2012
Procedural Posture
Commercial Contract Dispute / High Court Trial Judgment
Outcome
Judgment for the claimant on liability; damages awarded.
Legal Topics
Formation of Contract, Certainty of Terms, Repudiation, Measure of Damages, Sale of Goods
Contract Law Commercial Law Formation of Contract Certainty of Terms Repudiation Measure of Damages Sale of Goods

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Parties

Air Studios (Lyndhurst) Limited T/A Air Entertainment Group

Claimant

Lombard North Central PLC

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether a binding contract was concluded by email on 19 August 2011 for the sale of equipment
  2. 2 Whether the contract was void for uncertainty
  3. 3 What were the terms of any contract concluded

Ratio Decidendi

A binding contract was concluded by email on 19 August 2011 when Lombard accepted Air Studios' unconditional offer to purchase all equipment under the three lease agreements for £100,000 plus VAT, on an 'as is, where is' basis, with removal at Air Studios' risk and expense. The contract was not void for uncertainty as the subject matter and price were sufficiently certain, and the absence of agreed standard terms or further formalities did not prevent contract formation.

Court Disposition

Judgment for the claimant on liability; damages awarded.

Orders

  • Declaration that a binding contract was concluded on 19 August 2011 for the sale of all equipment under the three lease agreements for £100,000 plus VAT.
  • Damages to be assessed based on the difference between the contract price and the cost of equivalent second-hand equipment (£40,735).