Caroline Gibbs (Claimant/Appellant) v Lakeside Developments Ltd
| Jurisdiction | England & Wales |
| Judge | Mr Justice Arnold |
| Judgment Date | 12 July 2016 |
| Neutral Citation | [2016] EWHC 2203 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: CH-2016-000090 |
| Date | 12 July 2016 |
[2016] EWHC 2203 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
The Rolls Building
7 Rolls Buildings
Fetter Lane
London
EC4A 1NL
Mr Justice Arnold
Case No: CH-2016-000090
Mr C Douthwaite (instructed by Public Access) appeared on behalf of the Appellant
Mr G Blaker QC (instructed by LSGA) appeared on behalf of the Respondent
Approved Judgment
This is an appeal from a decision of HHJ Dight sitting in the County Court at Central London on 5 April 2016. The issue before the judge was whether a pending appeal had been compromised. The background to the matter is, as the judge rightly said, of little relevance. In brief, however, there had been a dispute between the appellant, Caroline Gibbs, and the respondent, Lakeside Developments Ltd, with regard to the forfeiture of a lease of a property situated at 47 Cooper's Close, London E1 4BB. The appellant had pursued a claim for damages which was tried in the County Court before District Judge Parfitt. In his judgment the district judge found against the appellant and dismissed her claim. She then sought permission to appeal. Permission to appeal was granted by HHJ Walden-Smith on 24 September 2015. Subsequently the substantive appeal was fixed to be heard on, as I understand it, 7 April 2016.
In the run-up to the hearing of the appeal the parties unsurprisingly gave consideration to whether a compromise could be reached and there was correspondence between them. For present purposes, the correspondence starts with a letter from the appellant to the respondent's solicitors dated 1 March 2016. The key passage of that letter is in the following terms:
"The offer you have made is insufficient. I acknowledge that it is a substantial sum, but it is not enough for me to accept. I have given very careful consideration to a sum that I would accept in order to bring an end to these proceedings and to avoid the ongoing risks. The minimum sum I will accept is the sum of £90,000 with each party to bear its own costs, provided that (1) this offer is accepted by no later than 4pm on Wednesday, 9 March 2016; and (2) the monies are transferred into an account nominated by me before 4pm on Wednesday 16 March 2016. After 9 March we shall only be a month from the appeal and substantial further costs will need to be incurred. I emphasise that the sum of £90,000 is the lowest amount I would accept. It is not a starting point for negotiation, so if you come back to me with any offer below this sum it will be rejected. An agreement on the sum of £90,000 will be a full and final settlement of all claims between us and I would like that reflected in any agreed order for the court. As the appeal is fast approaching, I would be grateful for an early response."
( Quote unchecked)
That letter was responded to in an email from Mr Hal Branch of the respondent's solicitors to the appellant on 8 March 2016. In that email Mr Branch stated as follows:
"The claimant accepts your offer. I attach a draft consent order for your consideration and approval. If approved, kindly sign and return it to me and I will file it at court. I consider that the consent order does deal with all the relevant matters, but if you or your barrister Mr Douthwaite disagrees kindly let me know."
( Quote unchecked)
As is common ground, the consent order that was attached to the email deviated from the terms of the appellant's offer in that, whereas her offer required payment by 4pm on 16 March 2016, paragraph 3 of the consent order provided for payment of the £90,000 by 8 April 2016. For the moment, I will stop my recitation of the facts there.
The issue between the parties is whether by that exchange an agreement of compromise was concluded or not. As is common ground, the relevant principle to be applied is that stated in Foskett's Law of Compromise at paragraph 3.22 as follows:
"The essential task is to determine whether the parties' negotiations have crystalized into a contractually binding agreement. In order to achieve this the traditional test applying an objective test is to seek to identify a definite offer by one party and a definite acceptance of that offer by the other party."
In his judgment the judge concluded that the email of 8 March 2016 was not an acceptance of the offer contained in the letter of 1 March, but rather a counter-offer.
Before proceeding, two further points may be noted about the judge's judgment. First, although he accepted the respondent's case that there had been no acceptance of the offer and therefore no contractually binding compromise of the appeal, he rejected a submission advanced on behalf of the respondent that the offer contained in the letter of 1 March contained two conditions which required to be fulfilled before a contract came into existence: first, acceptance by 9 March; and secondly, actual payment by 16 March. He held that it would have been sufficient for a contract to have come into existence for there to have been an unequivocal acceptance of the offer by the time stipulated of 9 March.
The second point to note is that the judge understood it to be common ground between the parties that, in considering whether a contract had been formed, the court was restricted to considering the two communications in question and was not entitled to take into account the subsequent communication of the parties. It appears that in so holding the judge was following the decision of Lewis J in Newbury v Sun Microsystems [2013] EWHC 2180 (QB) at [15].
On the appeal it is submitted on behalf of the appellant that the judge fell into error in his interpretation of the email of 8 March 2016. Counsel for the appellant submits that the first...
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...can revoke prior to its acceptance.” A 31. B This approach was endorsed by the High Court in Gibbs v Lakeside Developments Ltd [2016] EWHC 2203 (Ch), where Arnold J upheld a decision of the County Court, in relation to a dispute about forfeiture of a lease, that an email by which the compan......
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Acceptance Or Counter Offer Don't Suffer From Attachment Issues
...recent decision in Gibbs v Lakeside Developments Ltd [2016] EWHC 2203 (Ch), 12 July 2016 reiterates the age-old principle that an offer must be accepted in its entirety for acceptance to be legally binding. The judgement also brings to light some interesting practical points in the modern a......