Regus (Maxim) Ltd v Bank of Scotland [2011] ScotCS CSOH_129 (11 August 2011)

Regus (Maxim) Ltd v Bank of Scotland [2011] ScotCS CSOH_129 (11 August 2011)

The letter from the defenders did not contain clear words expressing an intention to be legally bound to pay the pursuers. It was not addressed to the pursuers, did not mention the party (HUB) with the payment obligation, and merely confirmed the holding of funds on behalf of others, subject to agreed procedures and commercial terms. There was no contract for the benefit of the pursuers, no relevant averments of personal bar, and no actionable misrepresentation. The action was irrelevant and fell to be dismissed.

Citation
[2011] ScotCS CSOH_129
Parties
Pursuer: Regus (Maxim) Limited; Defender: Bank of Scotland PLC
Jurisdiction
Scotland
Judgment Date
11 August 2011
Procedural Posture
Commercial Action (outer House, Court of Session, Scotland) / Debate on Relevancy (motion to Dismiss or for Decree De Plano)
Outcome
Action dismissed as irrelevant
Legal Topics
Unilateral Obligations, Letters of Comfort, Jus Quaesitum Tertio, Misrepresentation, Personal Bar (estoppel)
Contract Law Banking Law Commercial Law Unilateral Obligations Letters of Comfort Jus Quaesitum Tertio Misrepresentation Personal Bar (estoppel)

Case Brief

Summary, issues, holding and outcome

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Parties

Regus (Maxim) Limited

Pursuer

Bank of Scotland PLC

Defender

Procedural Posture

Commercial Action (outer House, Court of Session, Scotland) / Debate on Relevancy (motion to Dismiss or for Decree De Plano)

Legal Issues

  1. 1 Whether the letter from the defenders constituted a binding unilateral obligation to pay the pursuers
  2. 2 Whether there was a contract for the benefit of a third party (jus quaesitum tertio) entitling the pursuers to payment
  3. 3 Whether the defenders are personally barred from resisting payment

Ratio Decidendi

The letter from the defenders did not contain clear words expressing an intention to be legally bound to pay the pursuers. It was not addressed to the pursuers, did not mention the party (HUB) with the payment obligation, and merely confirmed the holding of funds on behalf of others, subject to agreed procedures and commercial terms. There was no contract for the benefit of the pursuers, no relevant averments of personal bar, and no actionable misrepresentation. The action was irrelevant and fell to be dismissed.

Court Disposition

Action dismissed as irrelevant

Orders

  • Sustained defenders' pleas-in-law and dismissed the action