Inntrepreneur Pub Company Ltd v East Crown Ltd
| Jurisdiction | England & Wales |
| Judgment Date | 28 July 2000 |
| Date | 28 July 2000 |
| Court | Chancery Division |
Before Mr Justice Lightman
Chancery Division
Contract - entire agreement clause - invalidated collateral warranty
An entire agreement clause did not merely render evidence of the giving of a collateral warranty inadmissible; it deprived what would otherwise have been a valid collateral warranty of its legal effect.
Mr Justice Lightman so held in a reserved judgment in the Chancery Division, granting the claimants, Inntrepreneur Pub Company Ltd, an injunction restraining the defendants, East Crown Ltd, from purchasing or agreeing to purchase the beers specified in a lease of licensed premises known as The Prince Edward, 38 Parkhurst Road, Holloway, London, dated October 3, 1996 from anyone other than the claimants or their nominated supplier and ordering an inquiry as to damages for breach of the beer tie clause of the 1996 lease.
The defendants' counterclaim for a declaration that the claimants had warranted to the defendants that they would not be subject to the beer tie after March 28, 1998 was dismissed.
Mr Nicholas Dowding, QC and Mr Martin Rodger for Inntrepreneur; Mr Robert Bailey-King for Crown.
MR JUSTICE LIGHTMAN said that the case raised two issues: whether the entire agreement clause precluded Crown setting up the alleged collateral agreement; and whether the alleged collateral warranty was in fact given.
Inntrepreneur was formed in March 1991 as a result of a pubs for breweries swap between Grand Metropolitan plc and Courage Ltd, a subsidiary of Fosters Brewing Group, whereby Grand Metropolitan acquired Courage's public houses, Courage acquired Grand Metropolitan's brewing interests and brands; the pubs owned by both companies would be put into the newly created Inntrepreneur, in which each company had an equal stake and there would be a beer procurement agreement under which all tied Inntrepreneur tenants would be obliged to purchase their primary beer requirements from Courage for seven years.
On October 16, 1990 the Monopolies and Mergers Commission, on a reference from the Secretary of State for Trade and Industry, published a report concluding that the arrangement between Grand Metropolitan and Courage was not in the public interest.
Accordingly, the pubs for breweries swap was only permitted to proceed subject to the grant of suitable undertakings by the parties, the effect of which was that by October 31, 1992 the number of...
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