![CA-2024-002194 - [2025] EWCA Civ 1210](https://backend.juristeca.com/files/emisores/logo_Sjvxvlx.png){kind=logo}
Grounds of appeal
Grounds of appeal
The two grounds on which Great Asia has permission to appeal are as follows:
The Judge was wrong to conclude that there was no obligation on Sellers to tender Notice of Readiness nor to be ready to validly complete a legal transfer by the Cancelling Date. There were such obligations.
The Judge was wrong to conclude that Clause 14 only allows Buyers to recover losses and expenses which have accrued prior to cancellation. Clause 14 entitles Buyers to recover loss of bargain damages.
Orion has served a Respondent’s notice in which it contends that the Judge’s Order should be upheld in the alternative on the following additional grounds:
Clear wording would be required in order for Clause 14 to be construed as including or permitting loss of bargain damages. There were no such words present in the MoA.
If the MoA is found to impose an obligation as contended for by Great Asia in its Ground 1, Clause 14 has the effect of permitting or preserving a claim for accrued damages where there is proven negligence and so the words “due compensation” refer to accrued damages only, and not to loss of bargain damages.
- Heading
- Introduction
- The contract
- Facts
- Appeal to the High Court
- Grounds of appeal
- Ground 1: were Sellers contractually obliged to tender Notice of Readiness by the Cancelling Date?
- Ground 2: can Buyers recover loss of bargain damages under Clause 14(B)?
- The Judge’s Judgment
- Mr Wright’s arguments
- Previous authorities
- Commercial considerations
- Conclusions