Jaani Riordan (led by Huw Davies KC of Essex Court Chambers) appeared for the Defendant/Appellant (“JLSA”), a wholly owned subsidiary of Hermès, in its successful appeal seeking summary dismissal of a claim brought by an English company (“JLL”). JLL had sought to set aside a 2008 agreement between JLL and JLSA on the basis that it was void for common mistake.
A recital of the 2008 agreement recorded that JLSA was the sole owner of the legal and beneficial title in a portfolio of JOHN LOBB trade marks throughout the world, and its terms contained provisions stipulating how JLSA and JLL would each be permitted to use the mark.
After 12 years of successful coexistence under the 2008 agreement, in 2020 JLL issued proceedings claiming that it was in fact the beneficial owner of the JOHN LOBB trade marks and that the parties had shared the mistaken belief that JLSA owned the beneficial title.
JLSA applied for summary judgment and/or to strike out the claim on the basis that (1) the 2008 agreement had allocated the risk of the parties being mistaken and was not impossible to perform; (2) JLL was bound by a contractual estoppel arising from the recital and terms of the agreement; and (3) the claim was statute barred.
Deputy Master Marsh initially dismissed the application, holding that the claim should proceed to trial. Upon JLSA’s appeal, Edwin Johnson J granted summary dismissal on the basis that JLL’s claim had no real prospects of succeeding at trial. Applying the doctrine of common mistake, he found that the risk that the parties were mistaken as to the beneficial ownership of the trade marks had been allocated to JLL on a proper construction of the agreement. In any event, the mistake being alleged by JLL was not such as to render the agreement impossible to perform or essentially and radically different in its subject matter, so the elements of common mistake could not be made out.