J H & W Lamont of Heathfield Farm and others v Chattisham Ltd

Commercial contract – Option agreement – Construction – Right of retention –Relevancy and specification of averments. Court of Session: In an action in which the pursuers sought implement of what they said was the defender's obligation under an option agreement to deliver a discharge of a standard security, and the defenders resisted that, asserting a right of retention and counterclaiming on the basis of the pursuers' breaches of express and implied terms of the agreement, the court held that the pursuers were entitled to decree in the principal action as the defender was not entitled to refuse to grant the discharge, either on the basis of retention or withholding arising as a matter of common law, as the option agreement excluded that by clear and unambiguous language; the defender's averments of an implied term in the agreement were irrelevant and would be excluded; however it would be allowed time to consider augmenting the averments of its alternative basis of loss in its counterclaim.

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