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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

03 Jul

Contract is not void for common mistake

Triple Seven MSN 27251 Ltd v Azman Air Services Ltd [2018] EWHC 1348 (Comm).

In a recent decision, the High Court found that two five-year aircraft lease agreements were not void on the grounds of common mistake, where it was understood that the aircraft would be used to undertake airlifts for the Hajj and Umrah pilgrimages and the required regulatory approval was not obtained.

At the time of the contract the parties had shared a mistaken common assumption about the possibility of obtaining approval, when in fact approval had already been refused.

However, the court found that the mistaken assumption was not sufficiently fundamental. It did not render the lease agreements “essentially and radically different” from what the parties had understood, nor impossible to perform, and therefore the agreements were not void due to the common mistake. In any event, the lease agreements allocated the risk of not obtaining approval, which meant the doctrine of common mistake could not apply.

The court considered the leading cases on the pre-requisites for a contract to be held void on the grounds of common mistake, and distilled the following six principles:

  1. At the time the contract was made, the parties must have substantially shared an assumption as to the existence of a certain state of affairs.
  2. That shared assumption must have been fundamental to the contract.
  3. That shared assumption must have been wrong at the time the contract was made.
  4. By reason of the assumption being wrong, the contract or its performance would be essentially and radically different from what the parties believed to be the case, or impossible to perform, having regard to the shared assumption. In other words, there must be a fundamental difference between the assumed and actual states of affairs.
  5. The parties, or at least the party relying on the common mistake, would not have entered into the contract had the parties been aware that the shared assumption was wrong.
  6. The contract must not have made provision in the event that the common assumption was mistaken.

Accordingly, Triple Seven were awarded damages for breach of contract in the sum of approximately US$ 22 million.

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)

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