CA-2024-002472 - [2025] EWCA Civ 1407

Mr Riley submitted that the judge was wrong to hold that it was necessary that URE should not only know of clause 10.2(d), but should understand that the clause gave it the right to terminate the contract in the event of a solvent amalgamation which had not been approved in advance. In my judgment this submission sets up a false distinction. What matters is whether a party knows that it has a right to choose between inconsistent courses. On the judge’s findings, URE in the person of Mr Ensor did not have that knowledge. For this straightforward reason, I would reject ground 1(b).