KINCH Ltd AGAINST GORDON HUGH ADAMS AND SANDRA DOROTHY ADAMS T/A G & S [2015] ScotSC 6 (30 January 2015)

KINCH Ltd AGAINST GORDON HUGH ADAMS AND SANDRA DOROTHY ADAMS T/A G & S [2015] ScotSC 6 (30 January 2015)

The email, although compliant with the formal requirements for notice under clause 3.6, did not clearly and unambiguously communicate a present withdrawal from the missives; instead, it conveyed ongoing deliberation and negotiation, failing to leave a reasonable recipient in no doubt that the right to withdraw was being exercised. Therefore, the notice was ineffective and the pursuer did not validly withdraw from the contract.

Citation
[2015] ScotSC 6
Parties
Pursuer: Kinch Limited; Defender: Gordon Hugh Adams; Defender: Sandra Dorothy Adams t/a G & S Properties
Jurisdiction
Scotland
Judgment Date
30 January 2015
Procedural Posture
Commercial Contract Dispute / Judgment After Proof Before Answer on Preliminary Issue
Outcome
Defenders assoilzied from the craves of the initial writ in principal action; pursuer's pleas-in-law repelled; question of expenses reserved; further case management conference appointed for counterclaim and expenses.
Legal Topics
Contract Formation and Termination, Notices Under Contract, Missives of Sale, Unilateral Rights of Withdrawal, Interpretation of Contractual Notices
Contract Law Property Law Contract Formation and Termination Notices Under Contract Missives of Sale Unilateral Rights of Withdrawal Interpretation of Contractual Notices

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Parties

Kinch Limited

Pursuer

Gordon Hugh Adams

Defender

Sandra Dorothy Adams t/a G & S Properties

Defender

Procedural Posture

Commercial Contract Dispute / Judgment After Proof Before Answer on Preliminary Issue

Legal Issues

  1. 1 Whether the pursuer's email constituted a valid and effective notice of withdrawal from the missives under clause 3.6.

Ratio Decidendi

The email, although compliant with the formal requirements for notice under clause 3.6, did not clearly and unambiguously communicate a present withdrawal from the missives; instead, it conveyed ongoing deliberation and negotiation, failing to leave a reasonable recipient in no doubt that the right to withdraw was being exercised. Therefore, the notice was ineffective and the pursuer did not validly withdraw from the contract.

Court Disposition

Defenders assoilzied from the craves of the initial writ in principal action; pursuer's pleas-in-law repelled; question of expenses reserved; further case management conference appointed for counterclaim and expenses.

Orders

  • Sustains first and third pleas-in-law for defenders.
  • Repels pleas-in-law for pursuer.