URE Energy Limited v Notting Hill Genesis

URE Energy Limited v Notting Hill Genesis

A party does not lose an express contractual right to terminate by waiver by election unless it actually knows of the right; continued performance without such knowledge does not amount to election. URE did not know of its right to terminate until legal advice was received, so had not elected to affirm. Quantum of termination payment is 50% of anticipated future income, not net profit.

Parties
Claimant: URE Energy Limited; Defendant: Notting Hill Genesis
Jurisdiction
England and Wales
Judgment Date
11 October 2025
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Waiver by Election, Termination of Contract, Estoppel, Quantum of Damages
Contract Law Commercial Law Waiver by Election Termination of Contract Estoppel Quantum of Damages

Case Brief

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Parties

URE Energy Limited

Claimant

Notting Hill Genesis

Defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a party with an express contractual right to terminate loses that right by waiver by election if it continues to perform without knowledge of the right
  2. 2 Whether knowledge of the contractual right is required for election to affirm
  3. 3 Whether lapse of time or continued performance amounts to election

Ratio Decidendi

A party does not lose an express contractual right to terminate by waiver by election unless it actually knows of the right; continued performance without such knowledge does not amount to election. URE did not know of its right to terminate until legal advice was received, so had not elected to affirm. Quantum of termination payment is 50% of anticipated future income, not net profit.

Court Disposition

Appeal dismissed

Orders

  • URE entitled to recover termination payment of £3,946,861.56
  • No election to affirm; contract validly terminated by URE