GLASGOW CITY COUNCIL v. CASTROP LIMITED [2001] ScotHC 101 (6th September, 2001)

GLASGOW CITY COUNCIL v. CASTROP LIMITED [2001] ScotHC 101 (6th September, 2001)

Clause 12 requires that the purchaser 'achieves' planning permission for more than forty-nine residential units. The defenders can be regarded as having achieved the relevant planning permission if they made a material contribution to its grant, even if the formal applicant was a subsidiary. In this case, the defenders' actions in setting up and directing Sorbieridge Limited to obtain the planning permission constituted achievement within the meaning of clause 12, triggering the increased purchase price.

Citation
[2001] ScotHC 101
Parties
Pursuer: Glasgow City Council; Defender: Caststop Ltd
Jurisdiction
Scotland
Procedural Posture
Commercial Contract Dispute / Debate on Relevancy (outer House, Court of Session)
Outcome
For the pursuers (Glasgow City Council)
Legal Topics
Interpretation of Commercial Contracts, Planning Permission Clauses, Corporate Personality and Group Companies, Piercing the Corporate Veil, Contra Proferentem Rule
Contract Law Commercial Law Property Law Interpretation of Commercial Contracts Planning Permission Clauses Corporate Personality and Group Companies Piercing the Corporate Veil Contra Proferentem Rule

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Parties

Glasgow City Council

Pursuer

Caststop Ltd

Defender

Procedural Posture

Commercial Contract Dispute / Debate on Relevancy (outer House, Court of Session)

Legal Issues

  1. 1 Whether the defenders 'achieved' planning permission for more than forty-nine residential units within the meaning of clause 12 of the missives, thereby triggering an increased purchase price.
  2. 2 Whether planning permission obtained by a subsidiary (Sorbieridge Limited) can be attributed to the defenders for the purposes of clause 12.
  3. 3 Whether the corporate veil should be pierced or whether the defenders' actions constituted achievement under the contract.

Ratio Decidendi

Clause 12 requires that the purchaser 'achieves' planning permission for more than forty-nine residential units. The defenders can be regarded as having achieved the relevant planning permission if they made a material contribution to its grant, even if the formal applicant was a subsidiary. In this case, the defenders' actions in setting up and directing Sorbieridge Limited to obtain the planning permission constituted achievement within the meaning of clause 12, triggering the increased purchase price.

Court Disposition

For the pursuers (Glasgow City Council)

Orders

  • Decree de plano for the pursuers; defenders found liable for the increased purchase price as per clause 12.