Aerpac & Anor v. NOI Scotland [2004] ScotCS 82 (31 March 2004)

Aerpac & Anor v. NOI Scotland [2004] ScotCS 82 (31 March 2004)

The defenders' continued occupation of the property after 27 July 2001 was attributable to rights under the property missives, amounting to a right to occupy in terms of the contract. This triggered the pursuers' entitlement to the deferred consideration under clause 5.4. The declaration delivered by defenders was false and invalid, and no valid declaration was delivered within the contractual period. Therefore, the pursuers are entitled to payment of the deferred consideration.

Citation
[2004] ScotCS 82
Parties
Pursuers: Aerpac UK Limited (in administration) and Bryan Alan Jackson, C. A., as Administrator thereof; Defenders: NOI Scotland Limited
Jurisdiction
Scotland
Judgment Date
31 March 2004
Procedural Posture
Commercial Contract Dispute / Outer House, Court of Session, Opinion on Relevancy and Decree De Plano
Outcome
Decree de plano granted in favour of pursuers; defenders' plea to relevancy repelled; pursuers' plea to relevancy of defences sustained.
Legal Topics
Interpretation of Commercial Contracts, Entitlement to Deferred Consideration, Validity of Declarations Under Contract, Right to Occupy Property Under Missives
Contract Law Commercial Law Interpretation of Commercial Contracts Entitlement to Deferred Consideration Validity of Declarations Under Contract Right to Occupy Property Under Missives

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Parties

Aerpac UK Limited (in administration) and Bryan Alan Jackson, C. A., as Administrator thereof

Pursuers

NOI Scotland Limited

Defenders

Procedural Posture

Commercial Contract Dispute / Outer House, Court of Session, Opinion on Relevancy and Decree De Plano

Legal Issues

  1. 1 Whether defenders became entitled to occupy the property under the property missives, triggering payment of deferred consideration under the business missives
  2. 2 Whether the declaration delivered by defenders was false and invalid under the contract
  3. 3 Whether any arrangement with the property owner or heritable creditor constituted an agreement in respect of occupation

Ratio Decidendi

The defenders' continued occupation of the property after 27 July 2001 was attributable to rights under the property missives, amounting to a right to occupy in terms of the contract. This triggered the pursuers' entitlement to the deferred consideration under clause 5.4. The declaration delivered by defenders was false and invalid, and no valid declaration was delivered within the contractual period. Therefore, the pursuers are entitled to payment of the deferred consideration.

Court Disposition

Decree de plano granted in favour of pursuers; defenders' plea to relevancy repelled; pursuers' plea to relevancy of defences sustained.

Orders

  • Defenders to instruct their solicitors to consent to the release of the deferred consideration (£250,000 plus accrued interest) from the joint deposit account to the pursuers.