implied terms in fact cases Flashcards
what are the facts in Belize Telecom Ltd
2009, UK Privy Council
Due to company making certain threshold of shareholding they were made directors but when they got into financial trouble there was no basis to remove them as shareholder
Can a term be implied that when this occurs those directors should resign?
The court implied a term that directors would be removed if their appointing parties no longer met the criteria, emphasizing that terms can’t be added merely for reasonableness. A term can only be implied if it reflects the parties’ clear intentions based on the contract as a whole, rather than strict tests. like in bp
what were the facts in Marks v Spencer UK Supreme Court, 2015
English case on the meaning of Belize.
Concerned a commercial lease and dispute for repayment of rent paid in advanced.
The case criticized Belize for straying from established principles, reaffirming the relevance of the BP requirements for implying terms. Key points include:
- Implication doesn’t rely on actual intention.
- Terms shouldn’t be based on fairness or hypotheticals.
- “Reasonable and equitable” adds little to the analysis.
- Business efficacy and necessity can be alternatives.
- The officious bystander test requires caution.
- Necessity involves value judgment regarding practical coherence.
what were the facts in barton v morris
The owners of a building orally agreed to pay an agent $1.2 million if W bought the property for $6.5 million or more. Since the building sold for $6 million, the contract does not specify the agent’s entitlement in this situation.
Can a term be implied that some payment still needs to be made?
no the term cannot be implied that a payment needs to be made, The arrangement was viewed as a gamble rather than a fair bargain, as the potential gain outweighed the service provided. The case highlighted the strictness of the necessity test, emphasizing that if the parties intended any action, it would have been explicitly stated in the contract, which serves as the primary source for determining outcomes in specific circumstances.
Bathurst (on rectification)
The BP guidelines are relevant but not strict; implication relies on strict necessity, meaning if nothing is stated, nothing occurs. The court interprets the contract objectively, considering what a reasonable person would understand it to mean.
what is the facts of realestate,com.au ltd v Hardingham
Hardingham, a photographer, contracted with real estate agencies to supply photos and floor plans. He later discovered that realestate.com.au distributed his work to RP Data Professional without authorization. Hardingham sued for copyright infringement, questioning whether his oral agreement with the agencies allowed for further licensing.
Did the oral agreement between Hardingham and the real estate agencies implicitly authorize further licensing of his work to realestate.com.au?
The court found no express term in the oral agreement regarding further licensing. It ruled that any such license must be implied, and without clear authorization, Hardingham’s copyright claims against RP Data were not upheld.
