prejudicial to the best interests ?

[steveeasy]

Hi,
In our contract we have a clause that says the following.

Neither xx nor the organising body should do anything prejudicial to the best interests to the other party.* Tucked away in the corner somewhere.* Ive asked my solicitor and cant get a response. My interpretation is should not do something harmful to the other party. I suppose its open to interpretation. but Prejudice can mean different things I believe.* Ive been banging on about bias, and discrimination but know there is no legal recourse in our matter.

while this has been escalation I have a good example of the behaviour going on within the organisation. only a small point but highlighting the matter clearly.

It Transpires our impoverished venue has just been voted Best venue of the year by the members, quite astonishing as we get low footfall through the doors and most other venues are very asset rich so they make significant improvements.* the point is.* the award ceromony was last night.* for every other award for active members each winner was contacted a month ago and told to attend to go up and receive their award.* we did not know we had one. at the ceremony last night it was announced our venue had one, but the devilish organisation never told us we had one so we could not receive it.* quite unsavoury, but does it highlight how we are being, prejudiced, discriminated, call it what you like.* we are not bothered about the award, we were pleased but why would anyone act like this if they were not acting in a discriminative manner.

Just trying to identify if anything can support our case. *

Thanks in advance*

steveeasy

[R0b]

It is a bit ambiguous and open to interpretation but has to be read in the context of the contract as a whole, but I would agree with you on your interpretation in that the clause is a variation of a reputational damage type clause. In other words, the clause is likely to be read as prohibiting either party from doing anything that might have an impact on the interests of the affected party e.g. making public statements that have a negative impact on one of the parties.

If you are going to rely on this clause then you will need to identify with evidence how this has prejudiced or impacted the venue in a negative way - not sure from what you've described so far could have prejudiced the venue's interests but you will have more knowledge than us to decide.

Be aware, however, relying on vague clauses such as this one as a means to take legal action can be risky, because you are asking a third party (the court) to decide what this clause intended to cover. Ideally, the clause should be clearer as to what is meant by prejudiced interests by giivng a non-exhaustive list, such as reputationional harm, disparaging statements etc.

[steveeasy]

Hi Rob,
Thank you for your response much appreciated.* The body which we are in dispute with have done the following

In 2015 an Regional Development officer for the organisation we are in dispute with went to another business 1.5 miles from us and prepared an application for them on the basis we did not have an outdoor facility.* However she had visited and seen we were building a new outdoor facility and confirmed this to us in writing to us with specific details about the project.* but she omitted any details in her information she provided to head office.* On the basis of the information they received from her they added a new venue that would significantly impact our business.* when they found out we had built one, they confirmed they had done so on incorrect information.* they retracted the offer to the other business.* The RDO was employed by the organisation so in essence I think* their actions were prejudicial to our best interests. * The reason to persue this matter know is that they know say they offered it in 2015* therefore it is an existing venue within the organisation and therefore did not in October fulfil another clause, XX will notify us of any new venue application within 50 miles and enter in to full consultation over the introduction of a new venue.

As well as other significant breaches and changing terms to our contract mid term. Recently the RDO* acted in a similar way to introduce the venue. this time she set up a meeting at the proposed new venue and arranged a dates meeting. we declined but attended another meeting the following day, same RDO, same region, same subject.* The RDO did not refer to the new venues introduction or any proposed dates.* then 1 week later the RDO made a public announcement the new venue was starting from feb 2020.* when we asked her why she did not inform us at the meeting we attended, she did not say sorry I forgot or some reasonable explanation.* she said, If you had come to XXXXXXXXXXXXXXXX* Id have told you in front of your competitor.* Malicious and unprofessional.* the new dates for the venue were shoved in completely outside dates windows and fixtures protocol.* there is no provision for an RDO to do this.

The example of the awards merly highlights how the organisation is acting towards us. We have been voted quite astonishingly by the customers as best venue in 2019.* The organisation is doing everything to ruin us.* we are in a deprived area. very low membership. and they have created by some margin the 2 closest venues in the country.

There is another clause in our contract referring to Pariferal venues. in essence care will be taken not to displace them by better geographically placed venues.* they have gone one step further and added a new one 1.5 miles away.* the question Im really trying to prove is why.* its an elitist organisation.* its not hard to know what is going on.* its hard to prove.* the members vote was quite astonishing and could well have been a vote of support. not promoted by us in any possible way.

Thanks for your help.

Steveeasy
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