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Trigger warning: When close enough won’t cut it (Westfield Park v Harworth Estates)
When is close enough not enough? The Court of Appeal’s decision in Westfield Park Limited v Harworth Estates Investments Limited [2025] EWCA Civ 1374 is a sharp reminder: when a contract sets a precise trigger for payment, only that exact trigger will do. ‘Near misses’, even those that seem commercially similar, simply won’t count.
The agreement here said that payment was due if the Coal Authority “confirm in writing that the Zone of Influence is reduced”. Letters showing tolerance for the required use did not meet the trigger. Only a written confirmation of a reduction or release of the defined term would do.
Key takeaways
- Text comes first. Courts start with the natural and ordinary meaning of the words, read in context of the whole contract, consistent with Arnold v Britton1, Wood v Capita2 and Sara & Hossein3.
- Defined terms and express triggers rule. If a clause states clearly who must say what by when, courts will not swap in a purposive equivalent or treat a “near‑miss” as good enough.
- Commercial context can’t override clear drafting. The parties’ intentions and negotiations before signing are not a back door to change the contract’s meaning.
- Rectification isn’t a safety net for a bad bargain. It needs a shared, actual intention with an outward expression of accord at the time of contracting; without that evidence, the written words stand4 5.
Background
The deal
Westfield Park Limited (“Westfield”) bought a former colliery site from Harworth Estates Investments Limited (“Harworth”) in October 2021. The site was a holiday park, including an area with outline planning permission for static caravans. During negotiations, it became apparent that there was an “Zone of Influence” (“ZOI”) (a technical buffer zone designated by the Coal Authority to protect against risks from old mine entries) around the heads of the two mineshafts of the former colliery. The parties considered that the ZOI could not be developed. Westfield therefore reduced its purchase price by £400,000 but the contract (the “Agreement”) included a possible extra “Released Land Payment” of up to £400,000 if the Coal Authority “confirm in writing that the Zone of Influence is reduced” within 12 months.
The dispute
After the sale, Harworth’s consultants contacted the Coal Authority. The Coal Authority responded that it had “no objection” to siting static caravans within part of the ZOI. As a result of this correspondence, Harworth demanded the Released Land Payment, but Westfield refused on the basis that there had been no reduction of the ZOI as required by the Agreement.
The Coal Authority later said the ZOI “can be reduced” for caravans (but not for permanent structures) and so Harworth demanded payment again. Westfield’s solicitor queried there now seeming to be two ZOIs: one for permanent structures and one for caravans. The Coal Authority responded to clarify that there was only one ZOI that had not been reduced in size, although there would be no objection to caravans being sited on some of the ZOI area.
First instance decision
At first instance, the judge relied on pre-contract negotiations and the belief that the Coal Authority did not have the power to reduce the ZOI on a case-by-case basis.
HHJ Klein considered that a reasonable reader would appreciate that (i) the general object of the transaction was a sale of the holiday park for the siting of static caravans and that they could not be placed in a ZOI unless the Coal Authority did not object; and (ii) the Agreement provided for additional payment if the Coal Authority made a written decision allowing static caravans to be sited there.
He concluded that a plain reading of the relevant parts of the Agreement would defy commercial common sense and took a purposive approach, treating the Coal Authority’s letter of “no objection” as enough to trigger payment.
Westfield appealed to the Court of Appeal.
The Court’s decision
Contract interpretation
+ The Court of Appeal recited principles from Wood v Capita6 and Arnold v Britton7:
“The meaning of the words is to be assessed in light of (i) the natural and ordinary meaning of the clause, (ii) any other relevant provisions of the contract, (iii) the overall purpose of the clause and the contract itself, (iv) the facts and circumstances known or assumed by the parties at the time that the document was executed, and (v) commercial common sense, but (vi) disregarding subjective evidence of any party's intention.”
+ And as set out more recently in Sara & Hossein8:
“(1) The contract must be interpreted objectively by asking what a reasonable person, with all the background knowledge which would reasonably have been available to the parties when they entered into the contract, would have understood the language of the contract to mean.
(2) The court must consider the contract as a whole and, depending on the nature, formality and quality of its drafting, give more or less weight to elements of the wider context in reaching its view as to its objective meaning.
(3) Interpretation is a unitary exercise which involves an iterative process by which each suggested interpretation is checked against the provisions of the contract and its implications and consequences are investigated.”
+ Prior negotiations and subjective intentions are irrelevant.
Applying these principles to the Agreement:
+ Reading the relevant schedule as a whole, as part of the Agreement, which had been drafted by professionals, the obligation to pay arose only if the Authority “confirm[ed] in writing that the Zone of Influence is reduced” (or released).
+ The reasonable reader with all the relevant background knowledge which would reasonably have been available to the parties when they entered into the Agreement would have understood the words to mean exactly what they said. The drafting did not refer to permissions, changes of use, partial exoneration or “near miss” events. The Authority’s “no objection” letters did not amount to the required confirmation that the defined ZOI had been reduced.
+ The Court of Appeal rejected the idea that a plain reading created “commercial absurdity”. As a result, the appeal was allowed. The correspondence with the Coal Authority did not satisfy the agreed trigger and so no Released Land Payment was due.
+ Harworth’s fallback argument of rectification also failed. Rectification requires a shared, actual intention with an outward expression of accord9, as confirmed in the Supreme Court’s recent guidance in Nexus10. There was no sufficient evidence here.
Conclusion
This case is a cautionary tale when drafting or negotiating contracts. If you want flexibility, build it in. If you want certainty, be precise. But don’t expect the courts to treat a ‘near miss’ as close enough, because, as Westfield Park v Harworth Estates shows, only the exact trigger will do.
If the written record later diverges from a genuinely shared deal, rectification is possible, but only with strong evidence of a shared intention and outward accord; it is not a tool to rewrite a bad bargain.
1 [2015] UKSC 36, [2015] AC 1619
2 [2017] UKSC 24, [2017] AC 1173
3 Sara & Hossein Holdings Ltd v Blacks Outdoor Retail Ltd [2023] UKSC 2; [2023] 1 WLR 575
4 FSHC Group Holdings Ltd v GLAS Trust Corp Ltd [2019] EWCA Civ 1361; [2020] Ch 365
5 National Union of Rail, Maritime and Transport Workers & Anor v Tyne and Wear Passenger Transport Executive t/a Nexus [2024] UKSC 37; [2024] 3 WLR 909
6 [2017] UKSC 24, [2017] AC 1173 at [10] - [15]
7 [2015] UKSC 36, [2015] AC 1619 at [15]-[23]
8 [2023] UKSC 2, 1 WLR 575
9 FSHC Group Holdings Ltd v GLAS Trust Corp Ltd [2019] EWCA Civ 1361; [2020] Ch 365
10 National Union of Rail, Maritime and Transport Workers & Anor v Tyne and Wear Passenger Transport Executive t/a Nexus [2024] UKSC 37; [2024] 3 WLR 909
