Anglo American Financial Law

Question 1

Walford v Miles

Answer 1

A lock-out agreement is enforceable (someone not allowed to negotiate with a third party), as long as it has a specified time period. A lock-in agreement is not enforceable.

Question 2

Investors compensation scheme ltd v West Bromwich building society

Answer 2

Interpretation of contract according to the following principles:
- What a reasonbale person having background knowledge would have understood
- The matrix of fact that could affect language its meaning in a certain context (eg jargon terms in financial contracts)
- Excluding prior negotiations, focus purely on the contract
- Where meaning cannot be deduced literally but in context
- On the presumption people do not easily make linguistic mistakes

Question 3

Arnold v Britton

Answer 3

• Focus on the wording first
• Do not imply terms if a contract is drafted vaguely
• Commercial common sense should not be invoked retrospectively. Judge it at the time of conclusions what people reasonably could have agreed.
• Be slow to reject the natural provision of a term because commercial common sense says otherwise
• Only take into account the facts known at the time of conclusion by both parties.
• If an event occurs which was plainly not intended, and the actual intension is clear, the court should give effect tot hat intention.
• These rules of interpretation apply to all terms and different terms cannot be invoked restrictively.

Question 4

Wood v Capita insurance services limited

Answer 4

The interpretation of a contract is primarily textual in the meaning of the words. But to understand the textual meaning, contextualism can help ascertain the objective meaning of the language that parties have chosen. So the two work together and are not conflicting.

Question 5

Marks and spencer v BNP Paribas

Answer 5

If a contract is more elaborate, it is more difficult to read implied terms into contract. Because interpretation is textual, leaving out terms is usually done on purpose and judges will not read terms into the agreement then.

Question 6

Canary Wharf v EMA

Answer 6

Brexit was not deemed frustration of a contract. As the location of EMA was decided by politics and its location had not become illegal or impossible to perform. So the threshold for frustration is extremely high.

Question 7

EMFC Loan Syndications LLP v the Resort group

Answer 7

Court rejected that someone is only entitled to commission if it was stated in the effective clause. The implication of the effective clause was not necessary to give the contract commercials or practical coherence and the implication did not arise as a matter of obviousness. Intermediate terms should focus on the consequences of the breach and not the breach itself whether or not the contract should be voided.

Question 8

Cavendish v Makdessi

Answer 8

Whether the provision imposes a detriment out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation. The penatly is a secondary obligation flowing from the primary legitimate interest. Secondary obligations can be scrutinized by the courts, primary ones cannot.

Question 9

Diamedica

Answer 9

The contract details that data was owned by Diamedica. ownership of data under dutch law is not possible under tangible assets since Data is intangible.

Question 10

B2C2 v Quoine.

Answer 10

Is an automated contract a contract and what are your rights.
If algorithmic trading (smart contracts) can they be binding. In this case yes. Because all business on a stock exchange with algorithmic trading would otherwise be null and void.

Question 11

Ruscoe v Cryptopia

Answer 11

Crypto-assets can be property under New Zealand law, meaning secondary claims such as pledges are also valid.

Question 12

Street v Mountford

Answer 12

Definitie van leasehold
- Exclusive possession of land
- For a limited period of time
- The period of time can be determined

Question 13

ByBit v Ho Kai XIn

Answer 13

Crypto assets are recognized as movable property, because the manifest themselves in the physical world and can be defined and identified by humans so they can be traded and values as holdings.

Question 14

SEC v Howey

Answer 14

Somethins is called an investment contract when
- someone invests his money
- in a common enterprise
- is led to expect profits
- solely from the efforts of others

Question 15

Rice V Great Yarmouth Borough Council

Answer 15

The consequences of a breach depended upon the importance of the term broken, depending on whether the term can be constructed as a condition or an innominate term within the context of the contract. In construing whether the breaches of multiple obligations entitle an innocent party to terminate depends on whether the breach deprived the innocent party of the substantial benefit of the contract.