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From: Rodric Williams <__ GRO. i
To: "Parsons, Andrew" < a GRO >
Ce: Jessica Madron + GRO {
Subject: FW: Post Office Group Action - Letter of Response [BD-4A .FID26859284]
Date: Mon, 25 Jul 2016 10:41:30 +0000
Importance: Normal
Attachments: _DOC_33380020(1) DRAFT_Letter_of_Response_16_July_2016_with_Jessica's_revie
w.docx
Inline-Images: image004.png; image005.png; image006.jpg; image007 jpg; image008.jpg
Andy, I discussed the LoR with Jessica on Friday and updated her on the Steering Group’s discussion, in particular
about the terms.
Jessica is on board with the rationale for implying the two terms into the agent’s contract, i.e. a constructive
concession on a point the court is likely to make; obviates the myriad of more onerous terms that Freeths want to
imply; draws compliance with/breach of the terms down to the specific circumstances of each case (which suits us)
rather than overarching general obligations (which suits them).
Jessica — please correct me if I’ve misstated our discussion!
During our discussion, we did wonder whether we should make the following amendment to the second of the
implied terms (in bold):
“4.34.2 Each party must provide the other with such cooperation as is reasonably necessary to the performance
of that other’s obligations under the contract (the “Reasonable Cooperation Term ”).”
This would provide a bit of a buffer for argument as to what is “necessary” (which will not be the same for agent),
and bring the clause in line with its definition.
Please let me know if you'd like to discuss.
Kind regards, Rod
From: Jessica Madron
Sent: 19 July 2016 16:04
To: Parsons, Andrew
Cc: Rodric Williams; amy.primé_
Subject: RE: Post Office Group Action - Letter o1
esponse [BD-4A.FID26859284]
Andy
Please see my review up as far as 5.13 . I will try to do the rest tomorrow. I’m in meetings now for the rest of the
day.
Many thanks
\d Jessica Madron
Head of Legal (Infrastructure and DR)
Finsbury Dials
20 Finsbury Street
Li
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From: Parsons, Andrew [mailto:!
Sent: 16 July 2016 15:10
To: Jessica Madron
Cc: Rodric Williams Prime, Amy
Subject: Post Office Group Action - Letter of Response [BD-4A.FID26859284]
GRO
Jessica
As discussed, please find attached the draft Letter of Response to Freeths that includes Counsel's approach to the
implied terms in the postmaster relationship. Section 4 is where we address contractual issues, in particular
paragraphs 4.34 and 4.35.
Other parts of the letter that you might find interesting are:
e — Intro / executive summary
e — Section 4A: on the background to the postmaster relationship
¢ — Schedule 5: Contract models and variations.
Any comments on these paragraphs (or on any other part of the letter) are welcomed.
Kind regards
Andy
Andrew Parsons
Partner
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