Judgments handed down from High Court and Court of Appeal: Quantum Advisory Ltd v Quantum Actuarial LLP

Date: 19 January 2023

Court: High Court and Court of Appeal EWCA Civ

Facts: Judgments were coincidentally handed down yesterday from the High Court in Quantum Advisory Ltd v Quantum Actuarial LLP and today from the Court of Appeal in a case of the same name concerning different issues between the same parties.

Emma Himsworth KC and Guy Adams, on instructions from Steven Murray at HCR acted in the High Court proceedings and Guy Adams, on the instructions from Hefin Archer-Williams at HCR in the Court of Appeal.

Read the High Court Judgment
Read the Court of Appeal Judgment

Guy Adams comments:

“The case in the High Court is of considerable legal interest in relation to the law of trade marks, and also, from a Chancery Commercial perspective, the judgment has a useful analysis of the caselaw in relation to when a fiduciary duty can arise out of a commercial contract. 

The Court of Appeal considered whether or not obligations of good faith, recognised at law as being implicit in certain relationships established by contract, can affect whether the Court adopts a purposive or “black letter” approach to construction.”

These judgments deal with two of a number of issues that have arisen between the parties arising out of the same, somewhat unusual, contract in which the operation of a business was outsourced to a related entity for a period of 99 years.

In the High Court, the Court held that a fiduciary duty did arise on the basis of the relationship which was established by the contract. Consequently, the Claimant was entitled to rectification of the register of trade marks under section 10B Trade Marks Act 1994, which was held to have retrospective effect. If rectification had not been ordered under the Trade Marks Act then rectification would have been ordered in equity.

In the Court of Appeal, the court determined a point of construction of the contract on an appeal in Part 8 proceedings. It rejected an argument based on comments by Jackson LJ in Amey Birmingham Highways Ltd v Birmingham City Council that the court should adopt a purposive approach to construction by reason of the relationship established by the contract.