Inner House refuses Aramark appeal over late challenge to CMA order requiring sale of Entier

About this case:

• Citation:
  [2026] CSIH 44
• Judgment:
  External link
• Court:
  Court of Session Inner House
• Judge:
  Lord Tyre

The Inner House held that the tribunal had been entitled to find that a good-faith mistake by Aramark’s solicitors over the filing deadline did not amount to “exceptional circumstances” under the Competition Appeal Tribunal Rules. It also rejected an argument that a client which had personally done all it reasonably could to comply with a deadline was necessarily entitled to relief from its solicitor’s error. 

Aramark Limited, a subsidiary of a global food and facilities management business, acquired 90 per cent of the shares in Aberdeenshire-based Entier Limited in January 2025. Both companies supply offshore catering and ancillary facilities management services, including to customers on the UK continental shelf.

Following a merger inquiry, the CMA published a final report on 15 January 2026 concluding that the acquisition had resulted, or might be expected to result, in a substantial lessening of competition. It determined that only the sale of Entier to an approved purchaser would adequately address those concerns. 

Aramark was entitled under section 120 of the Enterprise Act 2002 to seek review of the decision before the Competition Appeal Tribunal. Rule 25 of the Competition Appeal Tribunal Rules 2015 required such an application to be lodged within four weeks and permitted an extension only where the circumstances were exceptional.

The correct deadline was 5pm on 12 February 2026. Aramark’s application was submitted at 12.02pm the following day. 

The appeal was heard by Lord Malcolm, Lord Tyre and Lord Ericht. Byrne KC and McGowan, instructed by Shoosmiths LLP, appeared for Aramark, while Anderson KC, instructed by the Office of the Advocate General, appeared for the CMA. Lord Tyre delivered the opinion of the court. 

Miscalculation of deadline

Aramark’s solicitors had mistakenly interpreted the rules governing computation of time as meaning that the four-week period expired on Friday 13 February rather than Thursday 12 February. Its legal team had originally intended to lodge the application on the Thursday, but continued working on it while comments were received from management in the United States. Senior counsel before the tribunal described the deadline error as an honest mistake arising from “an unfortunate linguistic confusion” over the rules.

Aramark maintained that, had its lawyers correctly understood the deadline, the application could and would have been filed on time. The tribunal nevertheless refused an extension. It held that the solicitor’s good-faith misinterpretation, compounded by the decision to depart from the planned Thursday filing, did not distinguish the case from other instances where a mistake combined with last-day filing resulted in a deadline being missed.

It concluded that these were not exceptional circumstances and that it therefore had no power to extend time. 

Client bound by solicitor’s error

Before the Inner House, Aramark argued that the tribunal had applied the test too strictly. Its principal contention was that the “acid test” should be whether the litigant itself had done everything reasonably possible to comply with the deadline. If it had, the mistake of its professional adviser should amount to exceptional circumstances.

It also challenged the tribunal’s reliance on the “surrogacy principle”, under which the acts and omissions of a legal representative are generally attributed to the client. Aramark relied on authorities involving late appeals where courts had declined to hold blameless litigants to errors by their lawyers, including cases involving extradition and professional disciplinary proceedings. 

The Inner House rejected the proposition that personal blamelessness automatically entitled a litigant to an extension. Lord Tyre said the surrogacy principle was “very well established in both Scots and English law”, and noted previous authority in which litigants had been held answerable for mistakes made by their agents despite being personally free from blame. 

The court distinguished the authorities relied upon by Aramark. Cases involving extradition or professional discipline concerned situations where strict adherence to otherwise absolute statutory deadlines risked depriving individuals of effective access to justice, with consequences including extradition, loss of liberty or loss of professional status. Rule 25, by contrast, already contained an express mechanism allowing an extension where exceptional circumstances existed. The court held that the authorities did not establish a general rule that an extension must be granted whenever a litigant had personally done all it reasonably could to ensure that proceedings were commenced in time. 

Commercial consequences

The court also upheld the tribunal’s conclusion that it was not unjust to attribute the solicitors’ mistake to Aramark.

Lord Tyre noted that the case concerned a corporate entity whose interests were essentially economic and commercial. The tribunal had not been persuaded that a professional negligence claim against the solicitors would be an inadequate remedy for the lost opportunity to challenge the CMA decision. Its approach was consistent with the principles identified in the authorities relied upon by Aramark.

The court added that it would be “a somewhat curious situation” if a party litigant who personally made an honest mistake concerning a deadline could be refused an extension while a represented litigant would automatically obtain one because the same mistake had been made by its solicitor. 

Strict time limit

The Inner House further endorsed the tribunal’s emphasis on certainty and finality in merger proceedings. Lord Tyre observed that previous Competition Appeal Tribunal authority had described respect for filing deadlines as “the keystone of the whole procedure”. The fact that the solicitors’ error had been made honestly was not exceptional. Nor was Aramark’s prompt action once the error was discovered.

The court agreed that the calculation under the relevant rule admitted of no reasonable doubt: the deadline expired on Thursday 12 February, the same day of the week on which the CMA decision had been published four weeks earlier. Nor did the absence of any significant practical delay or prejudice to the CMA make the circumstances exceptional. The CMA was entitled to rely on the expiry of the statutory period to achieve finality and certainty, while the substantial commercial consequences to Aramark of losing the opportunity to challenge a divestment decision did not by themselves justify an extension. The court held that the tribunal had been entitled, as a specialist body exercising evaluative judgment, to conclude that the circumstances individually and cumulatively were not exceptional. 

‘Courting disaster’

The Inner House also rejected Aramark’s argument that the tribunal had been wrong to decline to find it personally blameless. The evidence did not adequately explain why the original plan to lodge the application on 12 February had been abandoned or why comments from US management were still being considered that afternoon.

Lord Tyre said that, even accepting that Aramark had received incorrect advice about the deadline, nothing required it to leave filing until the final day. He endorsed authority describing such an approach as “courting disaster”, adding that the description applied “as much to a sophisticated business client such as Aramark as it does to its external lawyers”. 

The court accordingly held that the Competition Appeal Tribunal had made no error of law in finding that no exceptional circumstances justified extending the statutory deadline. All three questions of law raised by Aramark were answered in the negative and the appeal was refused. Expenses were reserved.