Chartbrook Ltd v Persimmon Homes Ltd & Anor

Chartbrook Ltd v Persimmon Homes Ltd & Anor

The ARP clause means 23.4% of the amount calculated by deducting both the Minimum Guaranteed Residential Unit Value and the Costs and Incentives from the price achieved for each Residential Unit. Pre-contract negotiations are inadmissible for construction of defined terms. Persimmon failed to prove its rectification claim on either common or unilateral mistake.

Parties
Claimant: Chartbrook Limited; Defendant/part 20 Claimant: Persimmon Homes Limited; Defendant: Persimmon PLC; 2nd Part 20 Defendant: Stephen Vantreen
Jurisdiction
England and Wales
Judgment Date
02 March 2007
Procedural Posture
Commercial Contract Dispute / Judgment After Trial
Outcome
Claim for ARP succeeds; rectification counterclaim dismissed; Persimmon succeeds on car parking issue.
Legal Topics
Interpretation of Contracts, Rectification, Commercial Property Development, Overage Clauses
Contract Law Equity Interpretation of Contracts Rectification Commercial Property Development Overage Clauses

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Parties

Chartbrook Limited

Claimant

Persimmon Homes Limited

Defendant/part 20 Claimant

Persimmon PLC

Defendant

Stephen Vantreen

2nd Part 20 Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Trial

Legal Issues

  1. 1 Proper construction of 'Additional Residential Payment' (ARP) clause
  2. 2 Admissibility of pre-contract negotiations in contract interpretation
  3. 3 Rectification of contract for mistake

Ratio Decidendi

The ARP clause means 23.4% of the amount calculated by deducting both the Minimum Guaranteed Residential Unit Value and the Costs and Incentives from the price achieved for each Residential Unit. Pre-contract negotiations are inadmissible for construction of defined terms. Persimmon failed to prove its rectification claim on either common or unilateral mistake.

Court Disposition

Claim for ARP succeeds; rectification counterclaim dismissed; Persimmon succeeds on car parking issue.

Orders

  • ARP to be calculated as 23.4% of (Unit Price - Minimum Guaranteed Residential Unit Value - Costs and Incentives) for each Residential Unit.
  • Apportionment of sale price between flats and car parking spaces to be made on a fair and reasonable basis, £10,000 per space accepted as reasonable.