G & A Properties (UK) Ltd v Rolland

A joint venture is not a term of art. Whether one exists depends on the facts and circumstances of the particular case. A contract may be formed by conduct where the parties’ communications and subsequent acts objectively establish offer and acceptance. However, alleged oral terms cannot be added to a written agreement where they contradict its express provisions, including an entire-agreement and no-variation clause. The court must determine the parties’ agreement from the documents, the evidence and the parties’ conduct, giving effect to the contractual language unless there is a proper basis for doing otherwise.

The claimant provided property investment arrangements to the first defendant. The parties agreed that the court should determine as preliminary issues whether they had entered into a contract or joint venture and, if so, its terms. The claimant alleged an armchair investment agreement incorporating additional oral arrangements concerning the purchase and financing of a particular property. The first defendant accepted that a contract existed but disputed its date, form and terms. The claimant’s joint venture case was treated as abandoned. The second defendant attended only as a witness.

1. The court found that the claimant and first defendant had entered into an agreement. The agreement was formed when the first defendant transferred £50,000 to the claimant on 19 August 2009. The transfer objectively constituted acceptance of the written offer, and any short delay in receipt of the funds was immaterial.
2. The alleged oral agreement concerning an £80,000 secured loan, interest, refurbishment, letting and a later purchase of the property was not part of the agreement. The contemporaneous documents did not support it. The written agreement contemplated that properties would be recommended subsequently and contained an entire-agreement and written-variation provision. The alleged oral terms were inconsistent with those provisions.
3. The court rejected the claimant’s proposed additional sentence to clause 3.8 requiring the property to be let and managed by the claimant. That wording imposed an obligation on the investor rather than describing a service which the claimant agreed to provide, and it was in any event unnecessary because clause 4.5 separately addressed letting and management.
4. The court accepted the first defendant’s version of clause 3.1(4). The agreement therefore required interest to be paid on the fee and working capital at one per cent per month until the first property was purchased or the agreement terminated.
5. The court rejected the claimant’s proposed clause 4.8 concerning delay-related charges. The clause was not part of the agreement, including because its terminology was inconsistent with the defined terms used throughout the document.
6. The joint venture claim was abandoned. In any event, the court observed, whether a joint venture exists is determined from the facts and circumstances of the particular case: [2013] EWCA Civ 910.

Not stated in the judgment.