“…not a term falls to be implied is to be judged by reference to the test of business efficacy and/or obviousness (see for example Halllman Holding Ltd v Webster [2016] UKPC 3 (at [14]); Airtours Holiday Transport Ltd v HMRC [2016] UKSC 21; [2016] 4 W.L.R. 87; [2016] 4 All ER 1 (at [38]) and Impact Funding Solutions Ltd v AIG Europe…”
“…he burden lay on Ivy to plead and prove any background facts which it relied upon as affecting the interpretation of the SPA: see Hallman Holding Ltd v Webster [2016] UKPC 3 at [11] (Lord Hodge). Although Ivy had pleaded in the Amended Particulars of Claim that Mr Martin had entered into the SPA as agent for Mr Bell, it had not ple…”