Source: All England Reporter
Publisher Citation: [2012] All ER (D) 82 (Apr)
Neutral Citation: [2012] EWCA Civ 55
Court: Court of Appeal, Civil Division
Judge:

Rix, Etherton and Patten LJJ
Representation Alan Gourgey QC (instructed by DLA Piper UK LLP) for the claimant.
  Roger Stewart QC and Ben Elkington (instructed by Clifford Chance LLP) for the defendants.
Judgment Dates: 1 February 2012

Catchwords

Contract - Rectification - Written contract - Parties entering into written contract for sale of shares - Negotiator having no express delegation of powers to act for claimant but negotiations following his express wishes - Parties agreeing that calculation of certain sums should be excluded - Contract and amended contract executed without provision for exclusion of those sums - Claimant seeking rectification of contract to give effect to negotiator's express wishes - Defendant arguing negotiator not being decision-maker so far as claimant concerned - Whether judge erring in finding negotiator had been relevant decision-maker.

The Case

Contract Rectification. The Court of Appeal, Civil Division, upheld a decision that, whilst a negotiator had not had express delegated power to act on behalf of the claimant company in the negotiations of a share sale agreement, the claimant had been entitled to rectification where the agreement had failed to include the express wishes of the parties as negotiated.

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