Key Facts
- •The Claimant and First Defendant are brothers who were involved in property development partnerships with Mr. Craig.
- •Two projects are relevant: Cowley Hill (50/50 JV between Claimant and Craig) and Hendon (2/3 to First Defendant, 1/3 to Craig).
- •A Heads of Agreement and later a Settlement Agreement governed the projects' division after Craig's falling out with the First Defendant.
- •The agreements contained clauses detailing profit sharing if either project failed to proceed to contract exchange.
- •The Hendon project completed, but the Cowley project stalled due to planning issues.
- •The Claimant claims a share of Hendon profits (£1,499,850) based on the Cowley project's failure, as per the agreements.
- •The First Defendant denies the claim, arguing conditions precedent were not met and the Claimant's own breaches prevent the claim.
Legal Principles
Contractual interpretation requires unambiguous identification of events triggering obligations.
Persimmon Homes (South Coast) Ltd v Hall Aggregates (South Coast) Limited
Contractual construction considers the words used and their meaning within the contract's context.
Britvic plc v Britvic Pensions Limited [2021] ICR 1648
A contract's interpretation should avoid uncertainty and power imbalances.
Britvic plc v Britvic Pensions Limited [2021] ICR 1648
Contractual construction determines whether a party can rely on its own breach to avoid obligations.
Petroplus Marketing AG v Shell Trading International Ltd [2009] 2 All ER (Comm)
Outcomes
Summary judgment granted for the Claimant.
The court found no condition precedent to the profit-sharing obligation and that the 'for whatever reason' clause allows the claim despite potential Claimant breaches. The court held that separating the profit-sharing from any breach claims was commercially sensible.