Pavilion Property Trustees Ltd & Anor v Urban & Civic Projects Ltd

Pavilion Property Trustees Ltd & Anor v Urban & Civic Projects Ltd

The Defendant failed to refer the profit share dispute to the Independent Expert within the contractual time limit as extended to 28 January 2016. The subsequent calculations did not supersede the original calculation, and no agreement or estoppel operated to suspend or extend the time limit. The Defendant is therefore deemed to have accepted the Claimants' calculation of zero profit share under paragraph 4.4 of Part 2 of the DMA.

Parties
Claimant: Pavilion Property Trustees Limited; Claimant: Pavilion Trustees Limited; Defendant: Urban & Civic Projects Limited
Jurisdiction
England and Wales
Judgment Date
17 July 2018
Procedural Posture
Commercial Contractual Dispute / Trial Judgment
Outcome
Claim allowed; Defendant deemed to have accepted Claimants' calculation of zero profit share.
Legal Topics
Development Management Agreement, Profit Share Calculation, Without Prejudice Communications, Contractual Time Limits, Estoppel, Variation of Contract
Contract Law Property Law Development Management Agreement Profit Share Calculation Without Prejudice Communications Contractual Time Limits Estoppel Variation of Contract

Case Brief

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Parties

Pavilion Property Trustees Limited

Claimant

Pavilion Trustees Limited

Claimant

Urban & Civic Projects Limited

Defendant

Procedural Posture

Commercial Contractual Dispute / Trial Judgment

Legal Issues

  1. 1 Whether the Defendant lost its right to refer a profit share dispute to an Independent Expert under the DMA due to time limits
  2. 2 Whether subsequent calculations by the Claimants superseded the original calculation for the purposes of the DMA
  3. 3 Whether communications after 14 January 2016 were without prejudice and inadmissible

Ratio Decidendi

The Defendant failed to refer the profit share dispute to the Independent Expert within the contractual time limit as extended to 28 January 2016. The subsequent calculations did not supersede the original calculation, and no agreement or estoppel operated to suspend or extend the time limit. The Defendant is therefore deemed to have accepted the Claimants' calculation of zero profit share under paragraph 4.4 of Part 2 of the DMA.

Court Disposition

Claim allowed; Defendant deemed to have accepted Claimants' calculation of zero profit share.

Orders

  • Referral to the Independent Expert is stopped.
  • Claimants' calculation of zero profit share prevails.