T & L Sugars Ltd v Tate & Lyle Industries Ltd

T & L Sugars Ltd v Tate & Lyle Industries Ltd

The Claimant was entitled to indemnity for €24,918,811 as it acted reasonably to avoid an Excluded Liability under the SBSA. The transferred futures contracts were proper hedges and the Claimant's restitution and implied term claims failed. The Claimant was entitled to a £1 million reduction for the Biomass Plant as the inability to produce a performance certificate showing sub-95% efficiency was sufficient to trigger the price reduction.

Parties
Claimant: T & L Sugars Limited; Defendant: Tate & Lyle Industries Limited
Jurisdiction
England and Wales
Judgment Date
29 September 2015
Procedural Posture
Commercial Contract Dispute / High Court Judgment After Trial
Outcome
Claim allowed in part; judgment for Claimant on IPR and Biomass claims, Defendant succeeds on Futures claim.
Legal Topics
Indemnity, Excluded Liabilities, Restitution, Implied Terms, Sale of Business, Hedging Contracts, Performance Bonds
Contract Law Commercial Law Indemnity Excluded Liabilities Restitution Implied Terms Sale of Business Hedging Contracts +1 more

Case Brief

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Parties

T & L Sugars Limited

Claimant

Tate & Lyle Industries Limited

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Judgment After Trial

Legal Issues

  1. 1 Whether the Claimant is entitled to indemnity for losses incurred in avoiding an Excluded Liability under the SBSA
  2. 2 Whether the transferred futures contracts were properly classified as 'Futures Contracts' under the SBSA
  3. 3 Whether the Claimant is entitled to a reduction in purchase price for the Biomass Plant under the SBSA

Ratio Decidendi

The Claimant was entitled to indemnity for €24,918,811 as it acted reasonably to avoid an Excluded Liability under the SBSA. The transferred futures contracts were proper hedges and the Claimant's restitution and implied term claims failed. The Claimant was entitled to a £1 million reduction for the Biomass Plant as the inability to produce a performance certificate showing sub-95% efficiency was sufficient to trigger the price reduction.

Court Disposition

Claim allowed in part; judgment for Claimant on IPR and Biomass claims, Defendant succeeds on Futures claim.

Orders

  • Defendant to indemnify Claimant €24,918,811 for IPR claim.
  • Defendant to pay Claimant £1,000,000 for Biomass Plant claim.