Murray Holdings Ltd v Oscatello Investments Ltd

Murray Holdings Ltd v Oscatello Investments Ltd

The court found that there was a common continuing intention, objectively manifested and attributable to the parties, that Isis (Murray) would receive its £44.15m acquisition cost from the proceeds of the Somerfield interest before Oscatello's entitlement. By mistake, this was not reflected in the executed Framework Agreement. Rectification is therefore granted to give effect to that intention. The claim based on construction fails as the natural meaning of the words does not support Isis's case.

Parties
Claimant: Murray Holdings Limited; Defendant: Oscatello Investments Limited
Jurisdiction
England and Wales
Judgment Date
02 February 2018
Procedural Posture
Civil (commercial/contract) / Judgment After Trial
Outcome
Claim for rectification allowed; claim based on construction dismissed.
Legal Topics
Rectification of Contract, Contract Construction, Attribution of Intention, Mistake in Contract
Contract Law Equity Rectification of Contract Contract Construction Attribution of Intention Mistake in Contract

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 11 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Murray Holdings Limited

Claimant

Oscatello Investments Limited

Defendant

Procedural Posture

Civil (commercial/contract) / Judgment After Trial

Legal Issues

  1. 1 Whether clause 6 of the Framework Agreement should be construed to entitle Isis (Murray) to repayment of its acquisition cost before Oscatello's entitlement
  2. 2 Whether the Framework Agreement should be rectified to reflect a common intention that only the upside/profit was to be acquired by Oscatello
  3. 3 Whether the intentions of the negotiators are attributable to the parties for rectification purposes

Ratio Decidendi

The court found that there was a common continuing intention, objectively manifested and attributable to the parties, that Isis (Murray) would receive its £44.15m acquisition cost from the proceeds of the Somerfield interest before Oscatello's entitlement. By mistake, this was not reflected in the executed Framework Agreement. Rectification is therefore granted to give effect to that intention. The claim based on construction fails as the natural meaning of the words does not support Isis's case.

Court Disposition

Claim for rectification allowed; claim based on construction dismissed.

Orders

  • The Framework Agreement is to be rectified to provide for Isis (Murray) to receive its acquisition cost of £44.15m from the proceeds of the Somerfield interest after expenses and before Oscatello's entitlement. The precise form of order to be determined after hand-down if not agreed.