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This is a set of chambers providing barrister’s services in contract law and litigation. It provides assistance to solicitors and their clients. It also provides direct access services to businesses, organisations, local authorities and individuals who require legal advice and assistance with their legal issues, whether commercial problem solving, contract drafting or dispute resolution.

The practice includes barristers with expertise in contract law, company, commercial and civil disputes, intellectual property, competition & procurement, sale of goods, consumer rights, financial mis-selling, insurance, professional negligence, commercial property and construction.

We also offer continuing in-house legal services to companies who do not retain a legal department in order to advise on company-commercial issues, data protection, compliance and protection of their intellectual property including registration and dispute resolution.

Many of our clients use our training and consultancy services to get to know us and develop knowledge, CPD and bring lawyers and professionals together in an inter-active learning experience.

Legal Updates

22 May

Formal written requirements for the validity of variation of a simple contract

Formal written requirements for the validity of variation of a simple contract- Rock Advertising Limited v MWB Business Exchange Centres Limited [2018] UKSC 24

A No Oral Modification clause “NOM clause” has been used to prevent an oral modification. “What the parties to such a clause have agreed is not that oral variations are forbidden, but that they will be invalid. The mere fact of agreeing to an oral variation is not therefore a contravention of the clause. It is simply the situation to which the clause applies. It is not difficult to record a variation in writing, except perhaps in cases where the variation is so complex that no sensible businessman would do anything else. The natural inference from the parties’ failure to observe the formal requirements of a No Oral Modification clause is not that they intended to dispense with it but that they overlooked it. If, on the other hand, they had it in mind, then they were courting invalidity with their eyes open.” (per Sumption LJ)

“The NOM clause will remain in force until they both (or all) agree to do away with it. In particular it will deprive any oral terms for a variation of the substance of their obligations of any immediately binding force, unless and until they are reduced to writing, or the NOM clause is itself removed or suspended by agreement. That fully reflects the autonomy of parties to bind themselves as to their future conduct, while preserving their autonomy to agree to release themselves from that inhibition.” (Per Briggs LJ)

24 Apr

Intention to create legal relations

Intention to create legal relations Jeffrey Ross Blue v Michael James Wallace Ashley [2017] EWHC 1553 (Comm) 26 June 2017

In July 2017 Leggatt J had to decide whether a ‘gentleman’s agreement’ made at the Horse & Groom public house between Newcastle United owner and Sports Direct boss, Mr. Mike Ashley, and former Investment Banker, Mr. Jeffrey Blue, had formed a legally enforceable contract. Mr. Blue claimed that during conversations on an evening of drinking Mr. Ashley had agreed to pay him a bonus of £15 million if, within three years, he helped to raise Sports Direct shares from £4 to £8. Mr. Blue agreed to provide his consultancy services.

“where parties intend to create a contractual obligation, the court will try to give it legal effect. The court will only hold that the contract, or some part of it, is void for uncertainty if it is legally or practically impossible to give the agreement…any sensible content”.

Mindful of the unreliability of evidence based on recollection, Leggatt J was unable to find, on balance, that an agreement was reached between Mr. Ashley and Mr. Blue. There was no intention to create legal relations. He reached that conclusion for eight main reasons:

(a) the public house setting;

(b) the purpose of the occasion being to secure enthusiastic support from ESIB rather than to discuss an incentive for Mr. Blue;

(c) the nature and tone of the conversation was not serious but more akin to “banter”;

(d) the lack of commercial sense in throwing so much money at Mr. Blue when far less would have sufficed;

(e) the incongruity with Mr. Blue’s role in that it would have been an “inherently absurd” and “fanciful” idea that Mr. Blue alone could just “get” the share price to double;

(f) the vagueness of the offer;

(g) the perceptions of the ESIB witnesses was that the offer was not serious and;

(h) Mr. Blue probably did not perceive the agreement as serious as he did not think it necessary to make any written record and waited nearly a year before mentioning the agreement to Mr. Ashley.

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