Aerpac UK Ltd & Anor v. NOI Scotland Ltd [2006] ScotCS CSIH_20 (05 April 2006)

Aerpac UK Ltd & Anor v. NOI Scotland Ltd [2006] ScotCS CSIH_20 (05 April 2006)

NOI Scotland Limited became entitled to a personal right to occupy the property on 27 July 2001 under the property missives, as no notice of rescission was served by the seller and payment of the price was not an essential condition for entitlement to occupation. This satisfied the contractual condition for payment of the deferred consideration to Aerpac UK Limited and its administrator.

Citation
[2006] ScotCS CSIH_20
Parties
Pursuer and Respondent: Aerpac UK Limited (In Administration); Pursuer and Respondent: Bryan Alan Jackson; Defender and Reclaimer: NOI Scotland Limited
Jurisdiction
Scotland
Judgment Date
05 April 2006
Procedural Posture
Commercial Action (reclaiming Motion) / Appeal (inner House, Court of Session)
Outcome
Reclaiming motion refused; Lord Ordinary's order affirmed.
Legal Topics
Interpretation of Contractual Conditions, Release of Escrowed Funds, Entitlement to Occupy Property, Suspensive Conditions in Contracts
Contract Law Commercial Law Interpretation of Contractual Conditions Release of Escrowed Funds Entitlement to Occupy Property Suspensive Conditions in Contracts

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Parties

Aerpac UK Limited (In Administration)

Pursuer and Respondent

Bryan Alan Jackson

Pursuer and Respondent

NOI Scotland Limited

Defender and Reclaimer

Procedural Posture

Commercial Action (reclaiming Motion) / Appeal (inner House, Court of Session)

Legal Issues

  1. 1 Whether NOI Scotland Limited became entitled to occupy the property in a relevant capacity within the contractual period, triggering payment of the deferred consideration.
  2. 2 Whether the property missives constituted an agreement to obtain occupation within the meaning of the contract.
  3. 3 Whether the deferred consideration should be released to Aerpac UK Limited and its administrator.

Ratio Decidendi

NOI Scotland Limited became entitled to a personal right to occupy the property on 27 July 2001 under the property missives, as no notice of rescission was served by the seller and payment of the price was not an essential condition for entitlement to occupation. This satisfied the contractual condition for payment of the deferred consideration to Aerpac UK Limited and its administrator.

Court Disposition

Reclaiming motion refused; Lord Ordinary's order affirmed.

Orders

  • NOI Scotland Limited to instruct their solicitors to consent to the release of £250,000 with accrued interest to Aerpac UK Limited and Bryan Alan Jackson.