Sze Ming Yeung v Jeckz Investment Ltd & Ors
[2024] EWCA Civ 1413
Wayne Murfet & Anor v Property Lending LLP & Anor
5 November 2024
[2024] EWHC 2787 (Ch)
High Court
Two people guaranteed a loan for their company's building project. When the project stalled, the lenders demanded full repayment immediately. The guarantors argued the contract was unfair. The court disagreed, saying the contract clearly allowed the lenders to demand repayment at any time, and this wasn't unreasonable.
Key Facts
- •Appeal against Chief ICC Judge Briggs' order dismissing application to set aside statutory demands based on personal guarantees.
- •Statutory demands related to loans secured by personal guarantees from Appellants (Wayne and Pamela Murfet) for their company XH Bury Ltd's property development.
- •Appeal originally had eight grounds; permission granted only for Grounds 2, 3, 4, and 11.
- •Grounds 2, 3, and 4 concerned the interpretation of Clause 7.2 of the Facility Letter (loans repayable on demand).
- •Ground 11 concerned the application of the Unfair Contract Terms Act 1977 (UCTA).
Legal Principles
Test to set aside a statutory demand: debtor must show a 'genuine triable issue' or 'no real prospect of successfully defending the claim'.
Insolvency (England and Wales) Rules 2016, rule 10.5(5); Crossley-Cooke v Europanel (UK) Ltd [2010] EWHC 124 (Ch); Collier v P&MJ Wright (Holdings) Ltd [2007] EWCA Civ 1329
Contract interpretation involves considering the objective meaning, factual matrix, language, contract as a whole, and drafting quality; balancing potentially conflicting principles.
Chitty on Contracts (35th Ed.), Lukoil Asia Pacific Pte Ltd v Ocean Tankers (Pte) Ltd [2018] EWHC 163 (Comm), Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 W.L.R. 896, Bank of Credit and Commerce International SA v Ali [2001] UKHL 8
Implied terms in contracts: courts are reluctant to imply terms, especially in commercial contracts, unless necessary to give effect to the parties' intentions; consideration of 'reasonableness' and 'proportionality'.
Paragon Finance plc v Nash [2002] 1 WLR; Property Alliance Group Limited v The Royal Bank of Scotland Plc [2018] EWCA Civ 355; UBS AG v Rose Capital Ventures Limited [2019] 2 BCLC 47; Braganza v BP Shipping Ltd [2015] UKSC 17
Application of Unfair Contract Terms Act 1977 (UCTA), s.3: deals with liability arising in contract where one party deals on the other's written standard terms of business; examines whether a term excludes or restricts liability or allows substantially different performance.
Unfair Contract Terms Act 1977, s.3
Contra proferentem rule: ambiguous contract terms are construed against the party who drafted them.
Outcomes
Appeal dismissed.
None of the grounds of appeal successfully challenged Judge Briggs' decision. The court found Clause 7.2 unambiguous, rejecting arguments based on interpretation, implied terms, UCTA, and the contra proferentem rule.