In a decision which underlines the importance of certainty and intention in contract formation, Ms Navaian’s claims against, among others, the King Charles III Charitable Fund were struck out.
Background
Ms Navaian is the founder and sole director of Marici, a ‘sustainable luxury brand’ selling handbags with prices starting at £650. She represented herself in the proceedings. In addition to the King Charles III Charitable Fund, the defendants included FareShare UK and Ms Dana-Haeri, chair of the Coronation Food Project’s Development Committee.
The claims arose from a fundraising dinner which was cancelled at short notice. The event was intended to launch a t-shirt initiative, and Dame Martina Milburn was due to speak. Ms Navaian alleged breach of contract, misrepresentation and tortious interference with economic relations (TIER), seeking damages of more than £6 million.
Decision
Mansfield J gave summary judgment on the breach of contract claim. He held that Ms Navaian had no realistic prospect of establishing that the parties intended to create legal relations during the Zoom call on 29 April 2024. He also held that the alleged terms were too uncertain to give rise to binding contractual obligations.
The judge noted that several of Ms Navaian’s alleged terms concerned matters which were highly unlikely to have been expressly agreed at the time of the alleged oral agreement. He drew a clear distinction between the claimant’s aspirations for the project and what the defendants could realistically have committed themselves to deliver.
It was agreed by the Defendants that FareShare and Ms Navaian had a reimbursement agreement which would see FareShare reimburse Ms Navaian £25,000 for expenses incurred.
Ms Navaian’s misrepresentation and TIER claims also failed. Mansfield J observed that the particulars of claim were difficult to follow, described aspects of the TIER claim as nebulous, and treated the misrepresentation case as, in substance, a repackaging of the unsuccessful breach of contract claim.
Contract Law and issuing proceedings
The case is a useful reminder of the basic requirements for a valid contract. These are:
- an offer;
- acceptance;
- consideration; and
- intention to create legal relations.
An agreement does not have to be in writing to be binding, so the fact that the alleged agreement was oral was not, by itself, fatal to Ms Navaian’s case. The difficulty was that, on the facts pleaded, there was insufficient certainty as to the terms and no realistic basis for concluding that the parties intended their discussions to create immediate legal obligations.
An interesting, technical point brought by the Defendants was that should a contract have been deemed to be made, then they may have been able to argue that section 59 of the Charities Act 1992 applied which prohibits a professional fundraiser raising funds for a charity unless the agreement is in a prescribed form.
The case also highlights two practical points. First, parties involved in fundraising or commercial collaborations should ensure that key terms are clearly agreed and recorded, particularly where expectations may outpace what others are prepared to commit to. Secondly, issuing proceedings without clear, coherent particulars of claim carries obvious risk, and careful compliance with the Civil Procedure Rules remains essential.
If you would like advice on contract formation, charity fundraising arrangements, or related commercial disputes, please contact Stephen.Dean@LBMW.com