The claim focused on USD 313,477,500 in taxes paid by Tullow Uganda Ltd (Tullow) to the Ugandan government to obtain permission to purchase an oil exploration license from Heritage Oil and Gas Ltd (Heritage) by Tullow. The tax was payable by Heritage under the Sales Contract (SPA) with Tullow. Heritage challenged the tax and therefore did not pay it. Under Ugandan tax law, Tullow was held liable for the wealth tax. Although Tullow Heritage paid substantial consideration, the BSB was therefore only able to take effect once the tax had been paid. For this reason, Tullov negotiated and rebalanced the tax debt with the Ugandan government. The obligations of the buyer are subject to the fulfillment of each of the following conditions: The financial statements are subject to the fulfillment of each of the following conditions: the obligations of the seller related to the conclusion are subject to the fulfillment of the following conditions: . (e) All share certificates and shareholder registers of acquired enterprises necessary for the conclusion of the transaction shall be handed over to the seller. A condition precedent is a legal name describing a condition or event that must have occurred before the entry into force of a particular contract or the obligation of one of the parties. This rule of good practice is in line with the general design technique, which is to group exceptions to a rule (see section 1.3(b) on ambiguity).
The readability of conditions improves when they are separated from the object to which they relate. A similar technique is used when a definition is taken from a contractual definition or from a text of another definition (i.e. by creating a new defined term and replacing that term in the overly complex definition or definition). Amending agreement The General Court also examined whether the clause in a supplementary agreement amending was a priority condition precedent. The Court of Appeal did not decide this and found that there were no explicit words that made Tullow`s right to compensation subject to compliance with the amendment. It is important that the phrase “notwithstanding a provision of the contract of sale” used before the alleged amending clause was found to be insufficient to modify the specific clauses of the underlying contract. This is particularly true where explicit language has been used elsewhere in an amendment agreement to change the wording of the underlying contract, as is the case for other clauses in the addendum. Comment: This case is a strong reminder of the importance of precision in the design of a contract. The Tribunal confirmed that if the parties wanted a clause to be a condition precedent, that intention should not be communicated by clear terms such as `[conditional clause], except`.