Risk-Allocation To Be Interpreted In Light Of What The Parties Reasonably Intended

Even, as in Mir Steel UK Ltd v Morris, [2012] EWCA Civ 1397, where the clause allocating that risk didn't clearly spell out how far it was intended to go. Mir Steel bought the assets of the insolvent Alphasteel, including a hot strip mill, knowing that the assets were subject to claims by Lictor Anstalt, which had assembled them. The asset purchase agreement provided in clause 9.5 that Mir Steel would be responsible for settling 'any claim' to the hot strip mill made by Lictor. Lictor later sued Mir Steel for conversion, inducing breach of contract and conspiracy by unlawful means. Mir Steel sought contribution from Alphasteel but was met with the argument that it was off the hook given the broad language of clause 9.5. The trial judge agreed.