The court also found that another paragraph of the said production tax „on the basis of the removal of the materials from . . . Property. Id. at 474. The „despite“ clause does not seem to have exceeded this language. A few other less interesting parts of the agreement also made the court`s conclusion, and the landowner lost. A contrary agreement often occurs when a contract is requested between two or more parties, but one or more of the parties are a company that has yet to be registered. The contract has a party who, subject to a contrary agreement, is a person acting for or as an agent for the company.
The person or agent is therefore personally liable, except in the event of an agreement to the contrary. Whenever a lawyer is tempted to include a clause „despite everything“ in an agreement, he should resign and figure out how to take stock correctly, once and in a way that every reader (i.e. the court) will understand. And if the lawyer still cannot resist the temptation, he should at least make it clear what „here“ means. Royal Mail Estates Limited`s High Court case against Maple Teesdale Borzou Chaharsough Shirazi was recently linked to the interpretation of a contrary agreement. In that case, Kensington Gateway Holdings Ltd (the „company“) claimed to enter into a contract with Royal Mail Estates Limited („Royal Mail“) for the sale and purchase of real estate. Under the contract, Royal Mail agreed to sell properties for $20 million. The buyer was defined in the contract as the business.
The Court dismissed the appeal and ruled in Royal Mail`s favour that the wording of the clause in question, in order to reach an agreement contrary to the meaning of S. 36C (1), had to objectively mean that „the parties intended that the contract would not enter into force as agreed with the agent.“ Today, a treaty is simply a legally binding agreement. Nothing but a legally binding agreement. As long as one party is satisfied with the arrangement, the other is sticking to it. This case teaches that „notwithstanding“ clauses are shabby tools that can be used if you try to retain a contract without causing any surprises. The case also shows the dangers of the word „entry.“ „Entering“ could relate to anything — the whole agreement, just a paragraph or just a particular approach within the framework of the agreement. It`s a lazy way to make a point. Maple Teesdale sought a summary verdict, finding that Royal Mail`s assertion would necessarily fail because Maple Teesdale was not a party to the contract. The applicant parties argued that the phrase „the benefit of this contract is for the purchaser himself“ constituted an agreement contrary to the meaning of Directive 36C (1).
This is despite the agreements of collaboration being reached prior to the implementation of the programme. The court ruled for the mining company and concluded that „entering“ applies only to sales of production royalties. The court noted that the „disgruntled“ penalty appeared in the middle of a long paragraph on production costs. This is not a separate paragraph elsewhere in the agreement: „If the provision provides for a minimum payment due each year on the anniversary of entry into force, it would be expected to be set separately.“ Id.