Source: All England Reporter
Publisher Citation: [2008] All ER (D) 290 (Jan)
Court: Chancery Division

Norris J

Representation Michael Todd QC and Alexander Hill Smith (instructed by BrookStreet Des Roches LLP) for the appellants.
  Robin Hollington QC (instructed by BP Collins) for the respondent.
Judgment Dates: 31 January 2008


Contract - Offer and acceptance - Offer - Appellants and respondent owning shares in holding company - Respondent presenting petition alleging unfair prejudice - Respondent suggesting appellants sell shares to him - Appellants corresponding separately but through same solicitors' firm -  Letter from solicitors' firm containing offer by first appellant to pay respondent's costs on basis appellants sell shares - Whether letter constituting offer solely as to costs or to sell shares - Whether offer to sell shares on behalf of first appellant or both appellants.

The Case

Where the appellants appealed against an order, inter alia, declaring that they had agreed to sell their shares in a holding company to the respondent, submitting that there had only been an offer by the first appellant to pay the respondent's costs, the appeal was dismissed. It was not possible to treat the words of a letter from the appellants' solicitor as purely an offer as to costs alone. To accept liability for costs but leave all other issues on the petition open defied commercial sense. Furthermore, an objective observer would have treated the letter as an offer also on behalf of the second appellant.

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