Bristol Rovers (1183) Ltd v Sainsbury’s Supermarkets Ltd [2016] EWCA Civ 160

Bristol Rovers football club failed to secure victory in their most recent match - the venue was the Court of Appeal rather than “the Pirates” home ground, the Memorial Stadium. In fact, the case in the Court of Appeal related to their stadium.

Bristol Rovers had entered into a contract with Sainsbury’s where completion was conditional upon Sainsbury’s obtaining planning permission which permitted 24 hours delivery to their proposed store. The Local Planning Authority imposed delivery restrictions. Sainsbury’s was obliged to appeal if certain conditions were met. The conditions were met so Sainsbury’s appealed (twice, although the second appeal was withdrawn upon expert advice).

Sainsbury’s then terminated the Agreement. Bristol Rovers argued in the Court of Appeal that Sainsbury’s refusal to allow Bristol Rovers to launch a further planning appeal in its own name was a breach of Sainsbury’s all reasonable endeavours obligation to obtain an acceptable planning permission and act in good faith.

The Court of Appeal disagreed. The Court found that the all reasonable endeavours and good faith obligations were restricted by the specific terms of the Agreement. In short, the Court of Appeal found that if Sainsbury’s itself was not compelled to pursue a planning appeal under the terms of the Agreement it could not have been the parties’ intention that Sainsbury’s should be compelled to consent to a planning appeal by Bristol Rovers.

Key points

  • Even where there is an all reasonable endeavours and good faith obligation, the express terms of the contract govern the parties’ actual obligations.
  • Care has to be taken at the drafting stage of the contract to ensure a party is fully alive to the extent of its rights and obligations including those affecting its counterparty.