Knatchbull -Hugessen & Ors v SISU Capital Ltd [2014] EWHC 1194 (Mercantile) (02 April 2014)

Knatchbull -Hugessen & Ors v SISU Capital Ltd [2014] EWHC 1194 (Mercantile) (02 April 2014)

There was no implied term in the contract requiring the Charity to conduct negotiations in good faith after the exclusivity period or not to impede the conditions precedent; the contract's express terms limited such obligations to the exclusivity period and did not provide for SISU to recover costs from the Charity.

Source-derived case information.

Citation
[2014] EWHC 1194 (Mercantile)
Parties
Claimant: Marilyn Freda Knatchbull-Hugessen; Claimant: Paul Michael Harris; Claimant: Rowley Thomas Edward Higgs; Claimant: Emily Lucy Barlow; Defendant: SISU Capital Limited
Jurisdiction
England and Wales
Judgment Date
02 April 2014
Procedural Posture
Commercial Contract Dispute / Preliminary Issue Judgment on Implied Term in Contract
Outcome
Counterclaim dismissed; preliminary issue decided in favour of claimants.
Legal Topics
Implied Terms, Good Faith in Negotiations, Costs in Abortive Negotiations, Exclusivity Agreements
Contract Law Commercial Law Implied Terms Good Faith in Negotiations Costs in Abortive Negotiations Exclusivity Agreements

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Parties

Marilyn Freda Knatchbull-Hugessen

Claimant

Paul Michael Harris

Claimant

Rowley Thomas Edward Higgs

Claimant

Emily Lucy Barlow

Claimant

SISU Capital Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Preliminary Issue Judgment on Implied Term in Contract

Legal Issues

  1. 1 Whether there was an implied term in the contract requiring the claimants to conduct negotiations in good faith beyond the exclusivity period
  2. 2 Whether there was an implied term that the claimants would not render impossible or materially impede the performance of conditions precedent

Ratio Decidendi

There was no implied term in the contract requiring the Charity to conduct negotiations in good faith after the exclusivity period or not to impede the conditions precedent; the contract's express terms limited such obligations to the exclusivity period and did not provide for SISU to recover costs from the Charity.

Court Disposition

Counterclaim dismissed; preliminary issue decided in favour of claimants.

Orders

  • Counterclaim based on implied term dismissed.
  • Proceed to trial on Charity's claim for costs.