Unicomp Inc v Eurodis Electron Plc

Unicomp Inc v Eurodis Electron Plc

The appellant's defences based on discharge by material alteration, surrender by operation of law, and failure to use best endeavours lack merit; the landlord's forbearance is covered by the guarantee's proviso, there was no surrender by operation of law, and the indemnity obligation is triggered regardless of release.

Parties
Appellant: Unicomp Inc; Respondent: Eurodis Electron PLC
Jurisdiction
England and Wales
Judgment Date
07 May 2004
Procedural Posture
Appeal / Judgment
Outcome
appeal dismissed
Legal Topics
Guarantee Liability, Indemnity, Lease Assignment, Forbearance, Surrender by Operation of Law, Variation of Contract
Contract Law Landlord and Tenant Law Guarantees and Indemnities Guarantee Liability Indemnity Lease Assignment Forbearance Surrender by Operation of Law +1 more

Case Brief

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Parties

Unicomp Inc

Appellant

Eurodis Electron PLC

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether the appellant is liable under the indemnity and guarantee provisions of the share sale agreement for the obligations arising from the lease and guarantee.
  2. 2 Whether the conduct of the landlord constituted a material alteration of the risk borne by the surety, thereby discharging the surety under Holme v Brunskill.
  3. 3 Whether the lease was surrendered by operation of law, releasing the respondent from its guarantee.

Ratio Decidendi

The appellant's defences based on discharge by material alteration, surrender by operation of law, and failure to use best endeavours lack merit; the landlord's forbearance is covered by the guarantee's proviso, there was no surrender by operation of law, and the indemnity obligation is triggered regardless of release.

Court Disposition

appeal dismissed

Orders

  • Appeal dismissed.
  • Summary judgment for the respondent for £365,303.84 plus interest and costs.