England and Wales Case Law

Sahara Energy Resource Limited v Societe Nationale de Raffinage SA

The Joint Report was a binding legal agreement covering the 2013 Outstanding on Principal, Reconciled Claims, and the Undisputed Claims (Incremental Interest and FX Differential). There was no express or implied condition that Government of Cameroon approval was required for the agreement to be binding. Clause 26 did not cover the claim for Penal Charges, as its scope was limited to losses arising from the exercise of remedies under that clause, not general indemnity for external charges.

Source excerpt

• Contractual interpretation
• Damages for breach of contract
• Indemnity clauses
• Limitation of actions

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Jonathan Friend v Friend Media Technology Systems Limited

On a consequential costs judgment, the High Court held the defendant was the overall successful party on a failed summary judgment application and awarded costs, reduced by 40%.

• Indemnity clauses
• Summary judgment
• Costs orders
• Contractual construction
• Summary-judgment
• Costs-orders

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Real Assets (RA) Global Opportunity Fund Limited (in liquidation) v Floreat Real Estate Limited

The JVA does not confer exclusive rights to FRE to market or sell Springs Farm, nor restrict RAGOF's entitlement to sell at any time or determine marketing methods. FRE's occupancy rights terminate upon sale. The indemnity is triggered after five years, and FRE's consent is not required for sale thereafter. The contract's express terms prevail over FRE's proposed implied terms.

Source excerpt

• Interpretation of joint venture agreements
• Indemnity clauses
• Occupancy rights
• Declaratory relief

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Sahara Energy Resource Ltd v Societe Nationale de Raffinage SA (Sonara)

Sahara Energy Resource Ltd v Societe Nationale de Raffinage SA (Sonara) [2026] EWCA Civ 54 (06 February 2026)

The Court of Appeal held that a joint reconciliation report bound Sonara to pay the “Undisputed Claims”, but confirmed Clause 26 did not cover Penal Charges.

• Contractual interpretation
• Damages
• Indemnity clauses
• Limitation periods
• Contractual-interpretation
• Commercial-contracts

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Bhat & Anor v Patel

Bhat & Anor v Patel [2025] EWHC 2180 (Ch) (19 August 2025)

The High Court dismissed an appeal over a medical partnership dispute, holding the partnership remained governed by the 2014 agreement and the claimant was owed annual payments.

• Partnership dissolution
• Variation of partnership agreement
• Priority of partner payments
• Indemnity clauses
• Effect of technical dissolution
• Partnership-law

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AXA France IARD SA v Santander Cards UK Limited

Commercial Court judgment on historic PPI mis-selling. The court upheld Santander’s agency indemnity for redress and FOS fees, but rejected the alleged settlement and contribution claim.

• Indemnity clauses
• Mis-selling of financial products
• Regulatory liability
• Contribution claims
• Negligence
• Settlement agreements

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Nigeria LNG Limited v Taleveras Petroleum Trading DMCC

The Court of Appeal held that the operative orders in an arbitral award were those in the final dispositive section, not an earlier analysis paragraph.

• Interpretation of arbitral awards
• Indemnity clauses
• Enforcement of arbitral awards
• Procedural requirements in arbitration
• Arbitral-award-interpretation
• Indemnity-clauses

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Nigeria LNG Ltd v Taleveras Petroleum Trading DMCC

Nigeria LNG Ltd v Taleveras Petroleum Trading DMCC [2025] EWCA Civ 457 (16 April 2025)

The Court of Appeal held that the operative indemnity terms were in the award’s dispositive section, not in earlier analysis paragraphs, and dismissed the appeal.

• Interpretation of arbitral awards
• Enforcement of arbitral awards
• Indemnity clauses
• Contractual interpretation
• Arbitration
• Award-interpretation

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Assethold Limited v Interface Properties Limited

The Upper Tribunal held that no term should be implied into a headlease requiring compliance with all legal obligations, and allowed the appeal.

• Implied terms in leases
• Breach of covenant
• Indemnity clauses
• Planning enforcement
• Forfeiture
• Implied-terms

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Darryl Adie & Anor v Ingenuity Digital Limited

The SPA, properly construed, permits the defendant to adjust EBITDA under Schedule 7 for the O4B invoices in accordance with the specified methodology, and does not prohibit a potential indemnity claim for the same loss; any dispute as to the adjustment is for expert determination, and the contract does not contain an express or implied prohibition on such double-claims.

Source excerpt

• Contractual interpretation
• Share purchase agreement
• Deferred consideration
• Indemnity clauses
• Expert determination

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