Burnside v Promontoria (Chestnut) Ltd

Commercial contract – Construction – Implied term. Court of Session: In an action which concerned an agreement the pursuer and a bank had entered into whereby the bank was to arrange for the sale of the pursuer's properties and to retain the proceeds, thereby extinguishing the debt he owed to it, the bank having assigned its rights under the agreement to the defender which subsequently purported to terminate the agreement, and in which the pursuer sought declarator that the defender had not validly terminated the agreement and specific implement of its obligation to arrange the sale of the properties, founding on the existence of an implied term in the agreement that the properties would be marketed and sold within a reasonable time, the court held that subject to an entire agreement clause the implied term contended for otherwise fell to be implied into the agreement, the implied term was not excluded by terms of the entire agreement clause, and the pursuer could not be held to have failed to make out a relevant case by not averring the duration of the period of a reasonable time.

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