Contract

High Court decision underlines importance of knowing who you are contracting with

The High Court has recently found that a group of waste removal companies which provided services to a company that went into liquidation shortly afterwards was not entitled to recover outstanding sums from the company's founder. The agreement for works … Continue reading

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Court of Appeal considers implied variation and good faith in relation to contractual rights of termination

The Court of Appeal has upheld a decision granting summary judgment to a defendant in relation to an allegation that it had wrongfully terminated a distribution agreement. The court rejected arguments based on contractual construction, implied variation and implied duties … Continue reading

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Court of Appeal decision casts doubt on principles requiring narrow interpretation of exclusion clauses

The Court of Appeal has found that an exclusion clause in an engineering services contract was effective to exclude any liability on the part of the defendant engineers for identifying and reporting on asbestos on a development site. This was based … Continue reading

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High Court finds obligation to use “all reasonable endeavours” to reach agreement with third party was enforceable

The High Court has upheld a contractual provision requiring a party to use "all reasonable endeavours" to obtain a senior debt facility agreement, rejecting arguments that the clause was too uncertain to be enforced: Astor Management AG v Atalaya Mining … Continue reading

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Article published – Contractual interpretation: continuity rather than change?

The past few years have provided an abundance of case law on contractual interpretation, including cases at the highest levels. These have sometimes appeared to pull in different directions, particularly on the respective roles of natural meaning and "business common sense" in … Continue reading

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High Court finds option agreement void for uncertainty where it left delivery dates to be agreed

The High Court has found that an option agreement for the purchase of oil tankers was void for uncertainty where it provided that the delivery date for the vessels would be "mutually agreed upon" when the relevant options were exercised: … Continue reading

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Supreme Court on contractual interpretation: striking a balance between the language used and the commercial implications

In a judgment handed down yesterday (29 March), the Supreme Court has unanimously dismissed an appeal relating to the construction of an indemnity clause: Wood (Respondent) v Capita Insurance Services Limited (Appellant) [2017] UKSC 24. The Supreme Court emphasised that it did … Continue reading

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High Court finds clause allowing landlord to terminate side letter and insist on payment of higher rent in lease falls foul of rule on penalties

In a recent decision, the High Court has held that a clause in a side letter, which allowed a landlord to terminate the side letter and insist on payment of the higher rent set out in the lease, was a penalty and … Continue reading

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Commercial Court finds “torpedo” action ineffective where parties agreed asymmetric jurisdiction clause

The Commercial Court has held that an asymmetric jurisdiction clause is an exclusive jurisdiction clause for the purposes of the recast Brussels Regulation. The English court was therefore entitled to continue with its proceedings where it was the chosen court … Continue reading

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Court of Appeal confirms subsequent communications can be relevant to determining whether a contract has been concluded

The Court of Appeal has held that the High Court was wrong to find that a contract had arguably been concluded during a telephone call following a "subject to contract" offer letter, when this was inconsistent with the parties' subsequent … Continue reading

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