"The court may give summary judgment against a … defendant on the whole of a claim … if – (a) it considers that – … that defendant has no real prospect of successfully defending the claim …; and (b) there is no other compelling reason why the case … should be disposed of at a trial."
"[I]t is not uncommon for an application under Part 24 to give rise to a short point of law or construction and, if the court is satisfied that it has before it all the evidence necessary for the proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. The reason is quite simple: if the respondent's case is bad in law, he will in truth have no real prospect of succeeding on his claim or successfully defending the claim against him, as the case may be. Similarly, if the applicant's case is bad in law, the sooner that is determined, the better. If it is possible to show by evidence that although material in the form of documents or oral evidence that would put the documents in another light is not currently before the court, such material is likely to exist and can be expected to be available at trial, it would be wrong to give summary judgment because there would be a real, as opposed to a fanciful, prospect of success. However, it is not enough simply to argue that the case should be allowed to go to trial because something may turn up which would have a bearing on the question of construction..."
"Is your White FXXK still for sale?"
"Yes. For sale if u got a quick buyer ready to sign and pay for, we can still go ahead."
"Daniel, I am treating this deal in good faith and tried all my best to close the deal with u, u want something I did my best to provide u, u got the contract signed, Ferrari replied u officially, we set a time line, u wire the balance and once received I inform Ferrari for the transfer. U got paid already, wire my part, u keep ur cut, everyone is happy. We got a contract signed with amount and time frame to be settled, why making everyone difficult, let's close it and everyone is happy isn't it."
"I am being responsible. It is a lot of money and we have to be100 per cent satisfied. Would be exactly the same if you were buying something you cannot touch. You would want to be completely confident."
"Yes I know. But I did everything to provide u as much as I could already. Ferrari officially replied u and we have contract signed! The only thing I can do is once u paid the remaining I do the transfer. Nothing else I can do. Anyway mate, if u have concerns and don want to buy just let me know, u r busy and so I am, we can waive this deal anytime. Or just close the deal within time frame and we can close this deal today or tmw. Thanks Daniel So in conclusion u need to let me know if u will pay or not today or tmw, very serious otherwise we treat this deal is waived. The contract we signed is 5 biz working days. Just let me know up front coz it is just a FXXK EVO[.] I can always to keep it as my collection."
"I won't say again if u r not happy let's waive this deal[.] we have contact signed and Ferrari replied officially, if u still don trust, we will waive this deal immediately. U paid the remaining as per time line agreed which the due date is today which maybe some time difference we can put it till tmw Dear Daniel that's all I will like to say, if u not happy then don go ahead. I don mind if I don sell my car. Good night my friend, if u want to keep this deal, then just deliver what u need to deliver TODAY or TMW otherwise I will take this deal as an OFF."
"Hello Daniel, this is not buying a classic car or road car, it's a FXXK or special car from Ferrari. They will answer in their way which they did already. I am the owner of the #58, we have the contract signed, u paid the deposit. We finalize the balance and I do the transfer of the ownership! The transfer of the ownership can be done in just in an email. I am really tired of this looping and looping issue. Like I said, if u don feel okie, then don buy, it's okie, if u do want to close the deal, then please stick to the agreement and pay the balance tmw (Thursday) and send me the wiring proof, the minute I saw that in my bank, I will immediately inform Ferrari to do the transfer. U sent the contract to me and modified by your legal department or whatever, then we agreed then we signed. U got everything needed from me, official email from Ferrari (and all the head of XX division) and cc u in the email, if I am not the owner, they will not even bother to reply anything. That's all we can do. I am being pushy is because I want to put a conclusion on this, I have other biz to take care of, and so do u! It's your choice sir."
"Alright Daniel, make up your mind, today is the final deadline sir, I been very helpful and everything, if u do not do the remaining balance within today I will official call this deal off! Thank you!"
"Our bank have confirmed that HSBC confirmed receipt and that they have credited the client recipients account on the 9th! So the money was credited to your account on the 9th"
"You are the only person who can claim the€3,105,000 which is sent to your account on your instructions to me. May bank can't reclaim it and your bank say it was credited to your account on the 9 th . By ignoring me and telling Ferrari not to contact it seems you are intending to defraud me of the money. Please confirm that you have made proper attempts to clarify with your bank why the money has not shown up in your account if that is the case."
"There must be a written email or letter confirmation when dealing with such amounts of money. It is totally unacceptable to treat our€3,155,000 as if it is loose change! Any bank will confirm in writing the situation with a bank transfer especially with the huge amount of money in this transaction. If you sent me the€3,155,000 and I told you I would only call the bank you would bombard me with emails, texts and voicemails day and night. This is not 3 grand we are talking about"
"As far as I am concerned, the deal was cancelled and the freezing order over the car should be lifted and I will return the money transferred to TAK's account on 25 May" (statement, paragraph 19); and, "
"The contract should be given the meaning it would convey to a reasonable person having all the background knowledge which is reasonably available to the person or class of persons to whom the document is addressed."
"17. The well-known general principles of contractual construction are to be found in a series of recent cases, including Rainy Sky SA v Kookmin Bank[2011] UKSC 50 ;[2011] 1 WLR 2900 ; Arnold v Britton and others[2015] UKSC 36 ;[2015] AC 1619 and Wood v Capita Insurance Services Ltd[2017] UKSC 24 ;[2017] AC 1173 . 18. A simple distillation, so far as material for present purposes, can be set out un-controversially as follows: i) When interpreting a written contract, the court is concerned to identify the intention of the parties by reference to what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean. It does so by focussing on the meaning of the relevant words in their documentary, factual and commercial context. That meaning has to be assessed in the light of (i) the natural and ordinary meaning of the clause, (ii) any other relevant provisions of the contract, (iii) the overall purpose of the clause and the contract, (iv) the facts and circumstances known or assumed by the parties at the time that the document was executed, and (v) commercial common sense, but (vi) disregarding subjective evidence of any party's intentions; ii) The reliance placed in some cases on commercial common sense and surrounding circumstances should not be invoked to undervalue the importance of the language of the provision which is to be construed. The exercise of interpreting a provision involves identifying what the parties meant through the eyes of a reasonable reader, and, save perhaps in a very unusual case, that meaning is most obviously to be gleaned from the language of the provision. Unlike commercial common sense and the surrounding circumstances, the parties have control over the language they use in a contract. And, again save perhaps in a very unusual case, the parties must have been specifically focussing on the issue covered by the provision when agreeing the wording of that provision; iii) When it comes to considering the centrally relevant words to be interpreted, the clearer the natural meaning, the more difficult it is to justify departing from it. The less clear they are, or, to put it another way, the worse their drafting, the more ready the court can properly be to depart from their natural meaning. However, that does not justify the court embarking on an exercise of searching for, let alone constructing, drafting infelicities in order to facilitate a departure from the natural meaning; iv) Commercial common sense is not to be invoked retrospectively. The mere fact that a contractual arrangement, if interpreted according to its natural language, has worked out badly, or even disastrously, for one of the parties is not a reason for departing from the natural language. Commercial common sense is only relevant to the extent of how matters would or could have been perceived by the parties, or by reasonable people in the position of the parties, as at the date that the contract was made; v) While commercial common sense is a very important factor to take into account when interpreting a contract, a court should be very slow to reject the natural meaning of a provision as correct simply because it appears to be a very imprudent term for one of the parties to have agreed, even ignoring the benefit of wisdom of hindsight. The purpose of interpretation is to identify what the parties have agreed, not what the court thinks that they should have agreed. Accordingly, when interpreting a contract a judge should avoid re-writing it in an attempt to assist an unwise party or to penalise an astute party; vi) When interpreting a contractual provision, one can only take into account facts or circumstances which existed at the time the contract was made, and which were known or reasonably available to both parties. 19. Thus the court is concerned to identify the intention of the parties by reference to what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean. The court's task is to ascertain the objective meaning of the language which the parties have chosen to express their agreement. This is not a literalist exercise; the court must consider the contract as a whole and, depending on the nature, formality, and quality of drafting of the contract, give more or less weight to elements of the wider context in reaching its view as to that objective meaning. The interpretative exercise is a unitary one involving an iterative process by which each suggested interpretation is checked against the provisions of the contract and its commercial consequences investigated."
"The agreement by the parties that 'time is of the essence' in relation to a particular term of the contract is another way of identifying the term as a condition of the contract so that any failure to comply with it will in principle entitle the other party to terminate further performance of the contract."
"However, under theSale of Goods Act 1979 s. 10 , unless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be of the essence of the contract of sale."
"...the inclusion of an express right of withdrawal is an indication that payment of hire timeously is not a condition, since its inclusion would otherwise be unnecessary. On any view it does not make it clear that it is a condition."
"It is common ground between the parties that if a vendor has once made time of the essence of the contract and then allows a further extension to a fixed date, the time remains essential."