The University Court of the University of St Andrews and others v Headon Holdings Ltd and others

Contract – Joint venture – Pre-contractual duties of disclosure – Misrepresentation. Court of Session: In a dispute among the parties to a joint venture agreement relating to the development of an area of land, which four of the five parties held title to parts of, in which the pursuers sought reduction of the agreement on the grounds (i) that they entered into it in reliance on a material misrepresentation by the first and second defenders regarding the ownership of first defender's area of land; and (ii) that the first and second defenders were in breach of a duty to disclose material facts to them at the time when the agreement was entered into, the court held that the pursuers' case based on uberrima fides and a duty of disclosure was irrelevant and they had failed to aver any misrepresentation by any of the defenders or anyone speaking on their behalf, and it dismissed the action.

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