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Take Time Over Contract Details to Avoid Disputes

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A recent High Court Case examining how the phrase “close of business” should be interpreted is a useful reminder that including as much detail as possible in a contract will establish certainty and avoid arguments at a later date.

Contract SigningLehman Brothers International (Europe) -V- Exxonmobil Financial Services BV [2016] involved the administration of the Lehman Brothers Group and there was a dispute over whether a default valuation notice served at 6.02pm should be considered as having been received prior to close of business - or on the following day.

It was argued by Lehman that close of business should be regarded as 5.00pm; however, this was countered on the basis that in this particular area of business (international banking), close of business should properly be regarded as 7.00pm. This argument was accepted by the Court and therefore it was concluded that as the notice had been received by 7.00pm it had been served by close of business.

Although this decision relates to the interpretation of a particular contract within a particular context, it illustrates how simply agreeing a specific time for close of business at the outset would have removed any ambiguity and the possibility for differing interpretations and is a useful reminder that certainty is key to any agreement if arguments are to be avoided at a later date.

If you require any advice in relation to the above or any wider commercial litigation issue, please contact Andrew Broadbent on 0114 252 1416 or andrewbroadbent@hlwkeeblehawson.co.uk

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