Commercial analysis: This was a sale of goods dispute, in which the parties had agreed the price of a fixed quantity of product, with the price for additional product to be fixed at a later date, in order to allow for market volatility. When the parties did not agree on the price for the additional product, one party used that as an excuse to argue that there was no binding agreement with regard to that additional product.The Commercial Court decided that it was not appropriate to imply a term as to what the price for the additional product should be. There was, therefore, no binding agreement with regard to the additional product.The Court of Appeal has now disagreed and found that, on the facts of this case, a term could be implied into the contract that the price for the additional product should be the reasonable or market price (which, the Court of Appeal said, were the same thing). Dimitris Anassis, partner, and Reema Shour, professional support lawyer, both at Hill Dickinson, consider the court’s decision in KSY Juice Blends UK Ltd v Citrosuco GmbH.

Corporate Crime analysis: The Court of Appeal considered a renewed application for leave to appeal under section 15 of the Criminal Appeal Act 1968 from an applicant who had been found unfit to plead in relation to various high value cyber crime offences. At proceedings conducted pursuant to section 4A of the Criminal Procedure (Insanity) Act 1964 (CP(I)A 1964), a jury determined that the applicant did the relevant acts and made the relevant omissions. The full court granted leave to appeal on one ground, namely that the trial judge had been wrong to allow the Crown to adduce evidence of the applicant’s earlier guilty plea to separate computer hacking offences. However, the appeal was dismissed as the court found that the error did not render the jury’s finding unsafe. The court then provided guidance regarding: (a) the circumstances in which a person who is unfit to plead can appeal; and (b) the public funding that is available in such cases. Written by Trevor Archer, barrister, Red Lion Chambers.

Employment analysis: On 3 April 2025, the Court of Appeal gave judgment in the case of Sullivan v Isle of Wight Council. Annie Davis, pupil at Old Square Chambers, analyses the decision.

Family analysis: In the first instance decision in these proceedings, the wife successfully applied to set aside a financial remedy order made in March 2022 (the consent order). Her application followed the discovery that her estranged mother, the intervenor, made a substantial gift of $34.77 million to the husband shortly after the consent order was agreed. The husband appealed the decision on the grounds that there was no material non-disclosure at the time of the consent order. The intervener appealed the decision on the grounds that the basis of her gift had failed, or alternatively that the gift should be rescinded on the grounds of the equitable jurisdiction of mistake. The Court of Appeal rejected both the husband’s and the intervener’s cases. The judgment addresses the applicable threshold for determining materiality in cases of non-disclosure and considers the equitable jurisdiction of mistake. Emily Lennon, barrister at 1 Hare Court, considers the case.

Construction analysis: The Court of Appeal of the Republic of Singapore held that a beneficiary was not entitled to receive monies under an on-demand bond, when the call on the bond had effectively been made to negate the consequences of an adjudicator’s decision.

Dispute Resolution analysis: The Court of Appeal has considered issues of continuing breach as a concurrent cause of action in seeking to apportion liability for losses in light of an indemnity in a share sale agreement which rendered the seller liable for losses arising out of services provided before the transfer date. The issue was whether the pre-transfer negligence was considered to be a breach of duty continuing to occur after the transfer from day to day, such that daily a new cause of action arose which would mean that there was a concurrent cause of action alongside the indemnified breach which, per EE Caledonia, would prevent the appellant relying on the indemnity. The majority view, differing from the first instance decision, held that there was no continuing breach thus no concurrent cause of action and the indemnity could therefore be relied on after the transfer date up until new fresh causes of action arose (as they did some nine months later). Lady Justice Gloster disagreed and upheld Popplewell J’s judgment in full. In the course of the judgment, Lord Justice Longmore expressed the view that until some higher court decides otherwise, the inconsistency between the conflicting decisions in Midland Bank and Bell on continuing breach (both limitation cases) should be determined in favour of Bell as the authority to be followed. What is clear from the judgment is that whether or not there is a continuing breach in any given case will very much be fact dependant.

Dispute Resolution analysis: In upholding an appeal against summary judgment for the respondents, Floyd LJ reiterated the high threshold for a successful summary judgment. In particular he noted that where there are disputed issues of fact, while the application should not develop into a mini-trial, it could require a degree of analysis of the evidence put to the court. Disposal of factual issues could only occur where there was no real prospect of the evidence of one side on that issue being accepted. This requires something more than a ‘weighing of the evidence’. In respect of each issue raised, the judge had been too willing to accept the respondents’ arguments on the documentary evidence without undertaking a sufficient analysis of that evidence—ie such evidence of itself was not sufficient for him to have concluded that a contrary explanation of events had no real prospect of success.

Tax analysis: In JTI Acquisition Co (2011), the Court of Appeal has yet again had to consider the ‘unallowable purpose’ rule in the context of loan relationships, following their judgments in Blackrock Holdco 5 in April 2024 and Kwik-Fit Group in May 2024. Yet again, it has been held that since sections 441 and 442 of the Corporation Tax Act 2009 look at the purposes for which the taxpayer company is party to the loan relationship which produced the tax advantage in question (rather than the purposes of arrangements as a whole) it is necessary to determine the subjective purpose of the relevant decision-makers—usually, but not always, the board of directors, in entering into that loan relationship: where there is a group acquisition, say, for perfectly commercial reasons, but the taxpayer company has been inserted (usually being created specially) in order to obtain some (group) tax advantage, the courts have no difficulty finding an unallowable purpose. Written by David Milne KC, barrister, Pump Court Tax Chambers.

Property Disputes analysis: The Court of Appeal held that a right to manage (RTM) company’s claim notice was invalid because the company failed to comply with section 78(1) of the Commonhold and Leasehold Reform Act 2002 (CLRA 2002) as it failed to serve an equitable long lessee with a notice inviting participation (participation notice) before serving the claim notice. The Court upheld the Upper Tribunal (UT) (Lands Chamber)’s decision that a tenant of an equitable long lease during the ‘registration gap’ is a ‘qualifying tenant’ within s 75 2002 Act, provided that there is no legal titleholder of that lease. However, the UT had erred in holding that the failure to serve that qualifying tenant with the participation notice did not render the claim notice invalid on the facts of the specific case. Instead, strict compliance is required upon a proper interpretation of the statute, in particular ss 78(1) and 79(2). Written by Sophie Gibson, barrister at Landmark Chambers, junior counsel for the Appellant.

Employment analysis: On 29 October 2024, the Court of Appeal handed down its decision in ADP RPO UK Ltd v Haycocks, overturning the Employment Appeal Tribunal’s (EAT) decision and restoring the decision of the Employment Tribunal (ET). Notably, the Court rejected the EAT’s suggestion that there needed to be ‘general workforce consultation’ in small-scale redundancies (where less than 20 redundancies are proposed) in order for a dismissal to be fair. The decision also pulls together the strands of much of the case law on redundancy consultation, and serves as a useful reminder of the fact that the fairness of a particular redundancy dismissal will always depend on the facts of the case. Charlene Ashiru and Kieran Wilson, barristers at Littleon Chambers who acted for the appellant, examine the case as a useful reference point for all employment lawyers and organisations making redundancies.

Tax analysis: In BlackRock, the Court of Appeal found that interest payments on certain intra-group loans put in place as part of the funding structure for a commercial acquisition were not restricted by transfer pricing rules (reversing the decision of the Upper Tribunal (UT) on that issue), but were disallowed under the loan relationships unallowable purpose rule (upholding the conclusion of the UT on that issue).

Construction analysis: The Court of Appeal (CoA) overturned a decision of the Technology and Construction Court (TCC), in a dispute relating to the termination provisions of the Joint Contracts Tribunal (JCT) Design and Build Contract 2016. It found that, under clause 8.9.4, the contractor was entitled to terminate the contract where the employer repeated a specified default—even if the contractor had no accrued right to terminate in respect of the original default, under clause 8.9.3.