Winton v Rosenthal & Anor [2013] EWHC 502 (Ch) (14 March 2013)

Winton v Rosenthal & Anor [2013] EWHC 502 (Ch) (14 March 2013)

The September 2007 agreements between Mr Winton and Millennium Developments Limited were binding and imposed contractual obligations on Millennium to carry out the development. However, Marc Rosenthal was not personally a party to those agreements, nor was there any overarching joint venture agreement binding him personally. There was no implied term excusing Millennium from performance if the development became uncommercial. Millennium was in breach of contract by failing to proceed with the development, and Mr Winton is entitled to damages for his loss.

Citation
[2013] EWHC 502 (Ch)
Parties
Claimant: Paul Winton; Defendant: Marc Rosenthal; Defendant: Millennium Developments Limited
Jurisdiction
England and Wales
Judgment Date
14 March 2013
Procedural Posture
Chancery Division Claim / Judgment After Trial
Outcome
Claim allowed in part
Legal Topics
Joint Venture Agreements, Breach of Contract, Implied Terms, Personal Liability of Directors, Remedies for Breach, Damages Assessment
Contract Law Equity and Trusts Property Law Joint Venture Agreements Breach of Contract Implied Terms Personal Liability of Directors Remedies for Breach +1 more

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Parties

Paul Winton

Claimant

Marc Rosenthal

Defendant

Millennium Developments Limited

Defendant

Procedural Posture

Chancery Division Claim / Judgment After Trial

Legal Issues

  1. 1 Whether the 2007 documents constituted binding agreements
  2. 2 Whether Marc Rosenthal was personally liable under the agreements
  3. 3 Whether there was an overarching joint venture agreement binding Rosenthal personally

Ratio Decidendi

The September 2007 agreements between Mr Winton and Millennium Developments Limited were binding and imposed contractual obligations on Millennium to carry out the development. However, Marc Rosenthal was not personally a party to those agreements, nor was there any overarching joint venture agreement binding him personally. There was no implied term excusing Millennium from performance if the development became uncommercial. Millennium was in breach of contract by failing to proceed with the development, and Mr Winton is entitled to damages for his loss.

Court Disposition

Claim allowed in part

Orders

  • Declaration that Millennium Developments Limited was in breach of contract for failing to carry out the development as agreed with Mr Winton.
  • Assessment of damages in favour of Mr Winton, quantum to be determined based on available evidence.