Commercial analysis: The claimant (Almacantar) had the benefit of a tax indemnity in respect of a potential stamp duty land tax (SDLT) liability. Almacantar and the defendant (RailPen) participated in many years of correspondence with HMRC to dispute the revenue’s determination that SDLT was payable. The court held that RailPen was not estopped from relying upon the contractual time limits and requirement to serve a notice of claim. There was no shared assumption between the parties that those time limits and/or notice requirements would not apply. This was an assumption on Almacantar’s part only. The case serves as a useful lesson that the English court will hold the parties to their bargain, particularly in the case of the contractual time limits and notice provisions in contracts between commercial parties. Succeeding on an estoppel argument will be an uphill battle, unless there is clear evidence of common assumption which is expressly shared between the parties, reliance...
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