Bvm Management Ltd v Roger Yeomans T/a The Great Hall At Mains (1st Respondent) Adele Yeomans (2nd Respondent)
| Jurisdiction | England & Wales |
| Judge | Lord Justice Aikens,Lord Justice Lewison |
| Judgment Date | 03 November 2011 |
| Neutral Citation | [2011] EWCA Civ 1254 |
| Court | Court of Appeal (Civil Division) |
| Docket Number | Case No: B2/2011/0651 |
| Date | 03 November 2011 |
[2011] EWCA Civ 1254
IN THE COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM PRESTON COUNTY COURT
HIS HONOUR JUDGE NIGEL HOWARTH
8PR04066
Royal Courts of Justice
Strand, London, WC2A 2LL
The Master Of The Rolls
Lord Justice Aikens
and
Lord Justice Lewison
Case No: B2/2011/0651
and
MR ANDREW GRANTHAM (instructed by NAPTHENS LLP) for the APPELLANT
MR FRED HOBSON (instructed by PANNONE LLP) for the RESPONDENT
Hearing date: 1 November 2011
On Tuesday 1 November 2011 we heard the appeal of BVM Management Limited ("BVM") from an order dated 16 March 2011 of Deputy Circuit Judge Howarth. At the end of the hearing we announced that the appeal would be dismissed. These are my reasons for dismissing this appeal.
The Facts
James Yeomans and Adele Yeomans, who are the respondents on this appeal, ("the Yeomans"), own the Great Hall at Mains in Lancashire. They operate an events management business from that venue. Prior to 2007, a company called GBFR Limited ("GBFR") had been providing catering services for the respondents for events at that venue. They did so under the trading name of "Chicory Outside". One of the four directors of GBFR was Mr Bevan Middleton.
GBFR and the Yeomans (who traded as "The Great Hall at Mains") entered into an agreement in relation to the catering services on 7 August 2006. This stipulated that GBFR would provide catering to all 2006/7 functions and events. The contract contained a page and a half of terms. The penultimate one allowed either party to terminate the contract by giving three months written notice.
For reasons which I need not go into, in early 2007 Mr and Mrs Yeomans approached Mr Middleton and asked him whether GBFR would be interested in taking over the events management at the Great Hall. An agreement was reached and GBFR started to provide event management services from about 21 May 2007.
In the course of the negotiations a draft "Management Service Agreement" was produced which it was anticipated would be concluded between GBFR and the Yeomans. Underneath the heading the draft stated "Chicory Outside agrees to be the Management Agents for functions and events at The Great Hall at Mains in 2007/2008." This draft contract, which runs to over two pages of typed clauses, also contained a provision concerning termination. It provided that if either side wished to terminate the contract, three months written notice must be given. Mr Middleton consulted a chartered accountant, Mr Swarbrick, for advice concerning the proposed contract terms. However, no written agreement was signed by the Yeomans and GBFR.
In the early summer of 2007 there were internal problems in GBFR. One of the directors, Mr Cartwright, wished to leave the business and, it appears, GBFR was in financial difficulties. Mr Middleton told Mr Yeomans of these problems and Mr Yeomans was concerned about them. Mr Middleton told Mr Yeomans of a proposal to create a new company, without Mr Cartwright's involvement.
Then on 4 July 2007 a meeting was held between Mr Middleton, Mr Swarbrick and Mr Yeomans to discuss a proposed contract whereby Mr Middleton would take over GBFR's position and provide event management services for the Yeomans at the Great Hall at Mains. The judge records that Mrs Yeomans may also have been present. A copy of the draft agreement that I have referred to above was before all who were present at the meeting. Mr Swarbrick and Mr Middleton had made many manuscript comments on their copies of the draft agreement.
The upshot of this discussion on 4 July 2007, as the judge found at paragraph 5 of his judgment, was that it was agreed between Mr Middleton and Mr Yeomans that, with effect from 1 July 2007, Mr Middleton would take over from GBFR the management of events at Great Hall. The judge stated, at paragraph 5 of his judgment that "it would be done on the same terms as already applied".
Subsequently the appellant company, BVM, was incorporated on 24 July 2007. There is no dispute that, whatever the terms of the contract between Mr Middleton and the Yeomans might be, it was novated on those terms to BVM.
BVM continued to provide event management services until 8 February 2008, when the Yeomans terminated the contract. The Yeomans alleged that (1) BVM was in repudiatory breach of the contract; and (2) in any event, the contract could be terminated on three months' written notice and that was what was being done. BVM denied any breach of contract. It further argued that there was no term of the contract which entitled the Yeomans to terminate the contract, either without notice or even on three months' written notice. Instead, BVM asserted that the contract was for a fixed term of two years, with no option for early termination at all.
The Trial
Proceedings were brought by BVM. It alleged that the Yeomans had wrongly repudiated the contract on 8 February 2008 by purporting to terminate the contract without notice. BVM claimed damages and interest for this repudiatory breach. BVM pleaded that the contract was for a minimum period of two years and that neither side was contractually entitled to terminate the contract before the end of that period. The Yeomans' defence asserted that the contract contained a term that either side could terminate the contract on giving three months' notice. The Yeomans denied any repudiatory breach on their part and asserted their right to terminate the contract.
On 10 August 2009 an order was made for a trial on the issue of liability only. The order of District Judge Anson specifically stipulated that this trial should consider: (a) whether the contract between BVM and the Yeomans was for a fixed term of two years; (b) whether the contract was, in any event terminable on three months notice; (c) whether the Yeomans had the right to terminate the contract without notice; and (d) whether BVM breached the contract as alleged by the Yeomans and, if so, (e) whether the breaches entitled the Yeomans to terminate the contract.
The trial before Deputy Circuit Judge Howarth took place over ten days between September and December 2010 and a further two days in February 2011. The judge delivered his judgment, ex tempore, on 23 February 2011. The judge heard oral evidence from Mr Middleton, Mr Swarbrick and Mr and Mrs Yeomans.
The judge made the following...
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