UT (Tax & Chancery) UT-2024-000044 - [2025] UKUT 00094 (TCC)

Mr Firth submitted that the FTT decided that clause 4.1 meant that Sky could require Mr Thompson to express opinions he did not believe demonstrating that it failed to place the contract in its full context or interpret it from the point of view of a person with all the knowledge of the parties. It was irrational to hold that the parties intended the contract to mean that Mr Thompson could be required to express opinions which he did not believe.

He further argued that the FTT’s attempt to solve this by implying another reasonableness term failed again. It simply pushed back all the problems caused by the literal construction to having effectively the same arguments under the heading of “reasonableness” without any objective criteria to decide those disputes. For instance, on the FTT’s approach, it was not clear whether Mr Thompson could be required to express an opinion that he did not believe if it was, objectively, a reasonable opinion.