Regus (Maxim) Ltd v Bank Of Scotland Plc [2013] ScotCS CSIH_12 (28 February 2013)

Regus (Maxim) Ltd v Bank Of Scotland Plc [2013] ScotCS CSIH_12 (28 February 2013)

The Bank Letter did not constitute a binding unilateral promise by the defender to pay the capital contribution to the pursuer because it lacked clear and unambiguous words of obligation, was not addressed to the pursuer, and expressly made payment subject to conditions and procedures. The letter did not amount to a misrepresentation as it accurately stated the facts and intentions at the time, and did not represent that payment would be made regardless of circumstances.

Citation
[2013] ScotCS CSIH_12
Parties
Pursuer and Reclaimer: Regus (Maxim) Limited; Defender and Respondent: Bank of Scotland Plc
Jurisdiction
Scotland
Judgment Date
28 February 2013
Procedural Posture
Civil Appeal (reclaiming Motion) / Inner House, Court of Session (appeal From Commercial Court, Outer House)
Outcome
Reclaiming motion refused; interlocutor of the Lord Ordinary adhered to.
Legal Topics
Unilateral Promise, Letters of Comfort, Misrepresentation, Bank Obligations, Interpretation of Commercial Documents
Contract Law Banking Law Commercial Law Unilateral Promise Letters of Comfort Misrepresentation Bank Obligations Interpretation of Commercial Documents

Case Brief

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Parties

Regus (Maxim) Limited

Pursuer and Reclaimer

Bank of Scotland Plc

Defender and Respondent

Procedural Posture

Civil Appeal (reclaiming Motion) / Inner House, Court of Session (appeal From Commercial Court, Outer House)

Legal Issues

  1. 1 Whether the Bank Letter constituted a binding unilateral promise by the defender to pay the pursuer the capital contribution
  2. 2 Whether the Bank Letter amounted to a misrepresentation giving rise to liability

Ratio Decidendi

The Bank Letter did not constitute a binding unilateral promise by the defender to pay the capital contribution to the pursuer because it lacked clear and unambiguous words of obligation, was not addressed to the pursuer, and expressly made payment subject to conditions and procedures. The letter did not amount to a misrepresentation as it accurately stated the facts and intentions at the time, and did not represent that payment would be made regardless of circumstances.

Court Disposition

Reclaiming motion refused; interlocutor of the Lord Ordinary adhered to.

Orders

  • Action dismissed as irrelevant.