The Court held that side letters between different parties cannot alter obligations under a separate share sale agreement as a matter of contract law, even when construed harmoniously. The case also confirms that parties who proceed on an agreed quantification methodology throughout litigation cannot at the quantum stage contend their opponent should have adopted a different approach, as this constitutes a matter that might take the opponent by surprise under r 14.14(2) UCPR. Conditional offers to pay (requiring undertakings restricting use of funds) will not stop interest running where the offeror has no right to impose such conditions.
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