CA-2024-001924 - [2025] EWCA Civ 1206

The Judge concluded as follows in paragraph 311 of the Judgment:

“Where the breach is capable of remedy the plain reading of the language of the clause as a whole is that no Transfer Notice is deemed served until the 10 Business Day remedy period has expired. The 10 Business Day period only starts once the notice to remedy is served. Here, no notice to remedy was ever served, so the 10 Business Day period has not yet started to run and so cannot have expired. As such, the deeming conditions have not been satisfied and no Transfer Notice is therefore deemed served.”

In the Judge’s view, “commercial logic” chimed with that reading of clause 7.1(d): see paragraph 318 of the Judgment. Service of a remediation notice was thus “a necessary step in the deemed Transfer Notice process”: paragraph 318.