Case study: Bristol Rovers (1883) Ltd v Sainsbury’s Supermarkets Ltd article banner image

In the recent case of Bristol Rovers (1883) Ltd v Sainsbury’s Supermarkets Ltd, the Court of Appeal has considered an all reasonable endeavours and an express good faith obligation in the context of an agreement to sell the Bristol Rovers’ Memorial stadium site to Sainsbury’s supermarkets. Completion of the agreement was conditional on Sainsbury’s obtaining planning permission which permitted deliveries around the clock. If, as happened, planning permission was granted subject to restrictions on the timing of deliveries, Sainsbury’s was obliged to appeal to have the restrictions removed. However, the obligation to appeal only applied if certain conditions were met. Sainsbury’s lodged two successive appeals, withdrawing the second one following expert advice that one of the relevant conditions was not met. Sainsbury’s then exercised a right to terminate the agreement. At first instance the judge found that Sainsbury’s was entitled to do so. Bristol Rovers appealed.

One issue before the Court of Appeal was whether Sainsbury’s refusal to allow Bristol Rovers to launch a further planning appeal in its own name was a breach of the agreement; in particular of Sainsbury’s obligations to use all reasonable endeavours to procure an acceptable planning permission as soon as reasonably possible, and to act in good faith in relation to its obligations under the agreement. While Floyd LJ did not examine the law on reasonable endeavours and good faith in detail, he rejected Bristol Rovers’ arguments, commenting that the all reasonable endeavours and good faith obligations were curtailed by Sainsbury’s specific obligations in relation to appeals. The case is of interest as it shows how detailed drafting can successfully reduce uncertainty about the scope of endeavours and good faith obligations. In this case the judge took the view that, given that Sainsbury’s itself was not obliged to make a further planning appeal it could not have been the intention of the parties that Sainsbury’s should be obliged to consent to such an appeal by Bristol Rovers.


Chris Harper is an experienced solicitor and heads up the dispute resolution team in Exeter. If you would like to contact the team, please call 01392 210700 or email