City Link Development Co Ltd v. Lanarkshire Housing Associated Ltd [2004] ScotCS 131 (04 June 2004)

City Link Development Co Ltd v. Lanarkshire Housing Associated Ltd [2004] ScotCS 131 (04 June 2004)

The provisions of Clause 1.1.3 of the Minute of Agreement are ambiguously drafted and the factual context may be relevant to their construction. Both parties' arguments rely on background facts. The correct construction of Clause 1.1.3 and the status of the Minute of Agreement as collateral cannot be determined without hearing evidence. Therefore, a proof before answer is necessary on all matters.

Citation
[2004] ScotCS 131
Parties
Pursuer: City Link Development Company Ltd; Defender: Lanarkshire Housing Association Limited
Jurisdiction
Scotland
Judgment Date
04 June 2004
Procedural Posture
Commercial Contract Dispute / Debate on Relevancy; Interlocutory Decision to Allow Proof Before Answer
Outcome
Proof before answer allowed on all matters; no summary dismissal or decree granted.
Legal Topics
Collateral Agreements, Rectification of Contracts, Interpretation of Contracts, Building Contracts, Pricing Mechanisms, Law Reform (miscellaneous Provisions) (scotland) Act 1985
Contract Law Construction Law Collateral Agreements Rectification of Contracts Interpretation of Contracts Building Contracts Pricing Mechanisms Law Reform (miscellaneous Provisions) (scotland) Act 1985

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Parties

City Link Development Company Ltd

Pursuer

Lanarkshire Housing Association Limited

Defender

Procedural Posture

Commercial Contract Dispute / Debate on Relevancy; Interlocutory Decision to Allow Proof Before Answer

Legal Issues

  1. 1 Whether the Minute of Agreement is a collateral agreement affecting subsequent building contracts
  2. 2 Proper construction of Clause 1.1.3 of the Minute of Agreement regarding pricing mechanism and indexation
  3. 3 Whether rectification of Phase 2 and Phase 3 Building Contracts is warranted under section 8(1)(a) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985

Ratio Decidendi

The provisions of Clause 1.1.3 of the Minute of Agreement are ambiguously drafted and the factual context may be relevant to their construction. Both parties' arguments rely on background facts. The correct construction of Clause 1.1.3 and the status of the Minute of Agreement as collateral cannot be determined without hearing evidence. Therefore, a proof before answer is necessary on all matters.

Court Disposition

Proof before answer allowed on all matters; no summary dismissal or decree granted.

Orders

  • Case to be put out By Order to discuss procedural matters for proof before answer.