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Such Agreement Not To Be Unreasonably Withheld

How do English courts understand the legal expression „[consent], not to be held inappropriately“, and who prevails? This legal expression is found in most types of commercial contracts, particularly in shipping, energy and finance, and there is probably more to this seemingly harmless expression than the eye strikes. Although the decisions of the British courts are not binding on The Irish courts, they are often cited in these courts and are often seen as a convincing precedent. As far as we know, there has not recently been a recent decision by the Irish courts in a commercial context (for example. B an OSA) that deals with the question of what are the reasons for reasonable reluctance to consent to something, although the phrase „such consent not to be improperly retained“ (or delayed) is very often used (or used) in trade agreements in that jurisdiction. The Court agreed with the borrower that the adequacy issue must be resolved on the basis of the sale price. The lender should not be allowed to refuse permission if the property is sold at a fair price. In that decision, the judge considered two cases in detail. He referred to Mount Eden Land Limited v. Bolsover Investment Limited, where the court found that a lessor had refused to accept sublease inappropriately. The lessor would only accept on the condition that it be a joint account holder on the rental deposit account payable by the proposed tenant. „If the property is sold with the bank`s prior approval (this authorization is not unduly withheld or delayed), you immediately return the proceeds of the net sale to the bank.“ While it is hoped that the decisions of the English courts that have dealt with „reasonable consent“ will be more made of each other, we still have a number of real decisions and attitudes that allow us to outline an area in which reason (or absence) is discernible. Any clause in the agreement is interpreted on the basis of its facts and circumstances and depends on what gives the lawyers culpable agitation and tension with the parties.

In order to avoid any undesirable surprises and to give such a sentence the meaning provided for in a treaty, it is in the interest of the parties to clarify and set out their intention. In all of these cases, the parties should consider whether explicit conditions (or parameters) can be established in which consent is considered reasonable or inappropriate or denied. One of the most difficult standard phrases to interpret after a problem is when the agreement or authorization of a party is necessary, but is not unduly retained, conditioned or delayed. This is a type of adequacy standard. In most ordinary course contracts, the phrase is inserted to avoid a long discussion or the development of unknown events (but for those who like creative brainstorming, predictable events) that could be addressed. In this case, this is the duration of a transaction decision that was agreed after the borrower had commenced proceedings against the lender in various loan contracts. As a result of the market, the borrower`s outstanding debt amounted to 5.9 million euros, hedged against a French property worth about 4 million euros. In July 2020, the High Court made another interesting decision on this issue.

In Apache North Sea Limited v. INEOS FPS Limited [2020] EWHC 2081 (Comm), the Commercial Court continued to define the scope in which a party whose agreement is necessary can reasonably withhold it.