CA 2024 002410 - [2025] EWCA Civ 1374

This appeal is concerned with the proper interpretation or alternatively, the rectification of an agreement dated 14 October 2021 which was made between the Appellant, Westfield Park Limited (“Westfield”) and the Respondent, Harworth Estates Investments Limited (“Harworth”) (the “Agreement”). The Agreement was for the sale and purchase of land known as York Holiday Park Development at the site of the former North Selby Mine at Escrick in York (the “Holiday Park”). The Agreement contained a deferred consideration clause. The question for us is whether HHJ Klein was right to interpret that clause to mean that in the circumstances which arose, an additional payment was due from the purchaser, Westfield.

If the appeal in relation to the question of construction succeeds, we are asked to decide whether the judge’s obiter observations in relation to the role of an outward accord for the purposes of rectification were wrong and to rectify the Agreement to reflect what is said by Harworth to have been the common intention of the parties.