S&P PROPERTY COMPANY Ltd v TAYLOR & FRASER Ltd [2016] ScotSC 34 (27 April 2016)

S&P PROPERTY COMPANY Ltd v TAYLOR & FRASER Ltd [2016] ScotSC 34 (27 April 2016)

The phrase 'at the sole discretion of Scott Taylor' in clause 2.3 is not clear and unambiguous without reference to background knowledge to identify Scott Taylor and his capacity. Therefore, S&P's averments entitle them to a proof before answer, and the sheriff erred in dismissing the action at the debate stage.

Citation
[2016] ScotSC 34
Parties
Pursuer / Appellant: S&P Property Company Limited; Defender / Respondent: Taylor & Fraser Limited
Jurisdiction
Scotland
Judgment Date
27 April 2016
Procedural Posture
Civil Appeal / Appeal Against Dismissal After Debate (pleadings Stage)
Outcome
Appeal allowed; sheriff’s interlocutors recalled except as to certification of debate as suitable for junior counsel; proof before answer allowed; expenses of appeal awarded to S&P.
Legal Topics
Interpretation of Contracts, Agency, Exercise of Discretion in Contracts
Contract Law Commercial Law Interpretation of Contracts Agency Exercise of Discretion in Contracts

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Parties

S&P Property Company Limited

Pursuer / Appellant

Taylor & Fraser Limited

Defender / Respondent

Procedural Posture

Civil Appeal / Appeal Against Dismissal After Debate (pleadings Stage)

Legal Issues

  1. 1 Whether clause 2.3 of the compromise agreement is clear and unambiguous in granting discretion to Scott Taylor as an individual or as agent for the defenders
  2. 2 Whether S&P's averments entitle them to a proof before answer
  3. 3 Whether the sheriff erred in dismissing the action as irrelevant

Ratio Decidendi

The phrase 'at the sole discretion of Scott Taylor' in clause 2.3 is not clear and unambiguous without reference to background knowledge to identify Scott Taylor and his capacity. Therefore, S&P's averments entitle them to a proof before answer, and the sheriff erred in dismissing the action at the debate stage.

Court Disposition

Appeal allowed; sheriff’s interlocutors recalled except as to certification of debate as suitable for junior counsel; proof before answer allowed; expenses of appeal awarded to S&P.

Orders

  • Allows the appeal and recalls the sheriff’s interlocutors of 14 October and 7 December 2015 except in relation to certification of the debate as suitable for junior counsel
  • Allows parties a proof before answer on their averments and reserves parties’ pleas-in-law