AXA Insurance UK PLC v Fatjon Kryeziu & Ors
[2023] EWHC 3233 (KB)
MARANELLO ROSSO LIMITED v LOHOMIJ BV
21 December 2022
[2022] EWCA Civ 1667
Court of Appeal
A company sued other companies claiming they conspired to cheat it out of money during a classic car sale. An earlier agreement said all claims were settled, so the judge threw out the lawsuit. The appeal court agreed that the settlement agreement clearly covered everything, even the accusations of cheating.
Key Facts
- •Maranello Rosso Limited (MRL) appealed the dismissal of its claims against various respondents, primarily concerning a settlement agreement.
- •The settlement agreement purported to settle "all and any claims" between the parties.
- •MRL argued the agreement did not cover claims for fraud, dishonesty, and conspiracy, which were not expressly mentioned.
- •The dispute arose from the sale of a collection of classic cars, involving financing from Lohomij BV and auction services from Bonhams.
- •MRL alleged a conspiracy to undervalue the cars and hinder their sale, resulting in significant losses.
- •The lower court dismissed MRL's claims, holding the settlement agreement covered all pre-existing claims, including those for conspiracy.
Legal Principles
Interpretation of contracts, including general releases, follows ordinary principles of construction; there are no special rules.
Bank of Credit and Commerce International (in liquidation) v Ali (No.1) [2002] 1 AC 251
While courts are cautious about inferring that parties intended to surrender unknown rights, clear language can demonstrate such intent.
Bank of Credit and Commerce International (in liquidation) v Ali (No.1) [2002] 1 AC 251
The scope of a release is often circumscribed by the subject matter of the compromise.
Bank of Credit and Commerce International (in liquidation) v Ali (No.1) [2002] 1 AC 251
In considering whether a release covers claims of fraud, the commercial context is important, recognizing parties generally proceed on the basis of honest dealing.
MAN Nutzfahrzeuge AG v Freightliner Ltd [2005] EWHC 2347 (Comm); Satyam Computer Services v Upaid Systems Limited [2008] EWCA (Civ) 487
A release may not be enforced if obtained through sharp practice, where one party knew of a claim unknown to the other party.
Bank of Credit and Commerce International (in liquidation) v Ali (No.1) [2002] 1 AC 251
Implied terms in a contract are only implied if necessary to give business efficacy to the contract or if they are so obvious they go without saying.
Marks and Spencer plc v BNP Paribas Services Trust Company (Jersey) Ltd [2015] UKSC 72
Outcomes
Appeal dismissed.
The court held the settlement agreement, interpreted in its context, released all of MRL's pre-existing claims, including those for fraud, dishonesty, and conspiracy. The wide wording of the agreement and the factual circumstances surrounding its creation supported this interpretation. The court also found that MRL's arguments of sharp practice and improper implication of terms were not successful.
Similar Cases
Akkurate Limited (in liquidation) & Ors v John Christopher Richmond & Anor
[2023] EWHC 2392 (Ch)
Abdullah Nasser Bin Obaid & Ors v RLS Solicitors Limited t/a RLS Law
[2023] EWHC 3136 (Ch)
Mackie Motors (Brechin) Limited v RCI Financial Services Limited
[2023] EWCA Civ 476
Abdullah Nasser Bin Obaid & Ors v RLS Solicitors Limited (trading as RLS Law)
[2024] EWHC 1899 (Ch)