The court of first instance dismissed the auctioneer`s action in favour of a buyer`s premium, relying on the `Global Agreement` section of the offer to sell assets. A number of difficulties have arisen and several aspects of wind farm development have changed, including the timing and structure of financing and details of wind farm development (e.g. B the turbines to be used and the identity of the supplier). However, the engagement contract was never terminated. The funding process was completed in 2016 and, although it contributed little to the final form of the development and funding process, Macquarie required royalties as part of the commitment agreement. NOMEG has declined all responsibility. The High Court found that at the time of the contract agreement, the 2013 contract agreement covered the “project” (development of wind farms) and qualified the obtaining of financing for the project as a “transaction”. Under the terms of the contract agreement, NOMEG was required, in the event of the closing of the transaction, to pay year-end consulting and debt fees to Macquarie, that Macquarie would be responsible for obtaining the finances, unless the employment agreement had been terminated more than 12 months before the closing of the transaction. For these reasons, the High Court decided that Macquaries` broad interpretation of the terms set out in the undertaking agreement was the right approach. As a result, the High Court ruled that NOMEG was liable for the macquaries costs (€16 million plus interest). This case provides an overview of the Court of Justice`s opinion on the contractual interpretation of trade agreements and underlines the importance of prudent and prudent drafting. One of the things to avoid in particular is the use of a defined term that is then only used once in the document. As a general rule, defined terms should only be used if this term is repeated throughout the agreement.
The main issue between the parties was whether the final development of the wind farm and the related financing fell within the definition of `transaction` within the meaning of the contract agreement. We have expertise in the settlement of contractual disputes, even in the absence of a written agreement. This is one of the reasons MSCD says categorically, “Don`t use to avoid doubt.” This also applies to clarity. On appeal, the Court of Appeal annulled the decision and ordered the receiver to pay a premium to the buyer. The Court found that all parties were aware that the auction service contract provided for a premium to the buyer and that the final buyer was also aware of that agreement. The Court decided that the contractual interpretation of commercial documents must be carried out in accordance with sound commercial principles and sound business acumen and in a manner that avoids commercial absurdity. . . .