Norwich Union Life & Pensions Ltd v Strand Street Properties Ltd, Court of Appeal - Chancery Division, May 20, 2009, [2009] EWHC 1109 (Ch)
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Norwich Union Life & Pensions Ltd v Strand Street Properties Ltd, Court of Appeal - Chancery Division, May 20, 2009, [2009] EWHC 1109 (Ch)
Neutral Citation Number: [2009] EWHC 1109 (Ch)
Case No: HC07C01418IN THE HIGH COURT OF JUSTICECHANCERY DIVISIONRoyal Courts of JusticeStrand, London, WC2A 2LLDate: 20/05/2009Before:MR JUSTICE MORGAN- - - - - - - - - - - - - - - - - - - - -Between:- - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - -Wayne Clark (instructed by Berwin Leighton Paisner LLP) for the ClaimantMs Josephine Hayes (instructed by Hamilton Downing Quinn) for the DefendantHearing dates: 26th, 27th, 29th, 30th January and 2nd, 3rd and 4th February 2009- - - - - - - - - - - - - - - - - - - - -JudgmentMr Justice Morgan:The case in outline1. Norwich Union Life & Pensions Limited (``Norwich Union'') claims against Strand Street Properties Limited (``SSP'') the sum of £643,353.63, inclusive of VAT, which is said to represent 50% of the costs paid by Norwich Union in progressing a proposed development scheme in relation to a site known as St Mary le Port, Bristol. Norwich Union contends that this sum is payable pursuant to an agreement made between Norwich Union and SSP. Norwich Union contends that the agreement, which is binding on SSP, was made on SSP's behalf by London & Paris Estates Limited (``LPE''). Norwich Union also claims interest pursuant to section 35A of the Supreme Court Act 1981. 2. LPE was also sued by Norwich Union as a Second Defendant to this claim. The claim against LPE was in the alternative to Norwich Union's main claim which was against SSP. The alternative claim was said to arise in the event that SSP established that the agreement, on which Norwich Union relied, although purportedly made by LPE on behalf of SSP, was an agreement which LPE did not have the authority of SSP to make. In that event, Norwich Union claimed damages from LPE for breach of warranty of its authority to act on behalf of SSP. LPE initially participated in these proceedings and served a detailed defence to the claim against it. However, shortly before the matter came to trial, LPE went into liquidation. The liquidator indicated that LPE proposed to take no part in the trial. LPE's former solicitors went off the record. In the event, Norwich Union has not at the trial presented any claim against LPE and has not invited the Court to make any findings in relation to, or make any determination of, any such claim. Norwich Union is content that its claim against LPE be simply dismissed. Accordingly, the only claim which has been tried and the only claim which is the subject of this judgment is Norwich Union's claim against SSP. 3. SSP denies that there was any relevant agreement as to the payment to Norwich Union of a contribution towards costs incurred by Norwich Union in progressing a development scheme in relation to the site. Further, SSP contends that if there were a relevant agreement between Norwich Union and LPE, that agreement is not binding on SSP. SSP contends that the principal agreement, or one of the agreements, being put forward by Norwich Union was allegedly made in early July 2001. As to that, SSP contends that the matters discussed did not result in a concluded agreement. It is said that there were too many matters which were not discussed and not agreed. It is also said that in relation to matters which were discussed there was no true meeting of minds between the parties to the discussion. It is also contended that any apparent agreement does not have contractual force and effect because there was no consideration moving from Norwich Union for the alleged agreement. On a point of detail it is contended that if there were a contractual arrangement, it provided for a liability to pay, only after the taking of an account and the agreement did not create any present liability to pay an accrued debt. 4. Quite apart from issues as to the existence and content of any alleged agreement, SSP makes various points as to whether or not SSP was thereby bound. It contends that LPE did not purport to contract as agent for SSP but purported to contract as principal in its own right. If that is wrong, SSP contends that LPE did not have any actual authority, express or implied, to make the alleged agreement on behalf of SSP. It should be noted that Norwich Union does not contend that LPE had any ostensible or apparent authority to bind SSP so that any case of authority is confined to a case of alleged actual authority, express or implied. SSP contends that it had duly instructed an agent to act for it in connection with a possible development of the site. However, it is said, that agent was Topside Properties Limited (``Topside'') and not LPE. It is further said that Topside's authority did not extend to the making of a contract binding SSP in the way which has been alleged. Accordingly, even if Topside had delegated its authority to LPE, the authority so delegated could not be more extensive than Topside's own authority which, as indicated, did not extend to the making of the alleged ...See the full content of this document
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