In a recent judgment, the Court of Appeal has overturned a High Court decision which found that the defendant had undertaken preliminary work for a building project under an interim contract which did not incorporate any terms and conditions. The… Read more

The Court of Appeal has rejected a seller's claim that he was entitled under a sale and purchase agreement ("SPA") to provide consultancy services to the target company for a further period after an initial four year earn-out. Applying settled… Read more

The High Court has found that clauses in engineering, procurement and construction (EPC) contracts relating to solar power plants, which provided for a delay damages rate of £500 per day per MWp, were enforceable liquidated damages clauses: GPP Big Field… Read more

The High Court has held that an entire agreement clause in a commercial contract did not exclude liability for misrepresentation under section 2(1) of the Misrepresentation Act 1967: Al-Hawasi v Nottingham Forest Football Club [2018] EWHC 2884 (Ch). The court… Read more

The European Court of Justice (CJEU) has ruled that a jurisdiction clause could apply to claims alleging abuse of a dominant position, contrary to article 102 TFEU, even if the clause did not expressly refer to claims based on competition… Read more

In the latest update to the Brexit series on our Herbert Smith Freehills Podcast channel, Paul Butcher, Julie Farley, Maura McIntosh and Tom Henderson discuss what businesses need to know about the impact of Brexit on their English law governed… Read more

The Technology and Construction Court has upheld economic tort claims against two directors of a limited liability company who placed the company into liquidation in order to avoid the company having to pay its outstanding debts to a building contractor.… Read more

The Court of Appeal has overturned a High Court decision to imply a contractual term into a loan agreement entered into between a brokerage firm and an intended partner in that firm, to the effect that the loan must be repaid… Read more

The Court of Appeal has recently upheld a High Court decision that a term limiting a defendant's liability for negligence in the supply of a fire suppression system had been properly incorporated into the contract and that it met the… Read more

The High Court has held that an entire agreement clause in a commercial contract had the effect of excluding liability for misrepresentation under section 2(1) of the Misrepresentation Act 1967: NF Football Investments Limited v NFFC Group Holdings Limited [2018]… Read more

The Court of Appeal has found that a "non-reliance" clause in a lease was a term that excluded or restricted liability for misrepresentation. The clause was therefore within the scope of s.3 of the Misrepresentation Act 1967 ("MA") and subject… Read more

In a recent decision, the High Court found that two five-year aircraft lease agreements were not void on the grounds of common mistake, where it was understood that the aircraft would be used to undertake airlifts for the Hajj and… Read more

In a recent decision, the High Court found that an auditor was not liable for break costs of some £32.7 million incurred as a result of its negligent advice in relation to the accounting treatment of interest rate swaps, as… Read more

We are pleased to release the third issue of our periodic publication "Cross-Border Litigation", designed to highlight legal and practical issues specific to litigation with an international aspect. Tapping into the expertise of the firm's leading commercial litigators across the… Read more

In a recent decision, the Commercial Court has considered whether an arbitration claim was settled in without prejudice correspondence between the parties' solicitors. It concluded that no binding settlement was reached, as the relevant offer was made subject to the… Read more

In a decision late last year, the Court of Appeal considered the interpretation of a provision which purported to cap the liability of a provider of IT systems for defaults occurring at different stages of the contract. In contrast to… Read more

The Supreme Court has overturned a decision that contractual clauses requiring amendments to be in writing would not preclude amendments subsequently being effected orally: Rock Advertising Ltd v MWB Business Exchange Centre Ltd [2018] UKSC 24. This is an important judgment which… Read more

The Court of Appeal has held that a provision in a franchise contract that allowed for the clawback of commission in certain circumstances was sufficiently certain to be enforceable even though it did not specify exactly how the amount of… Read more

All too often, dispute resolution clauses may be treated as part of the boilerplate: the usual wording thrown in, with perhaps little thought for the particular circumstances. But the question of how a dispute will be resolved – whether by… Read more

The High Court has held that where there was a non-exclusive jurisdiction clause in favour of an EU member state (England), and proceedings were commenced first in a non-member state (the Isle of Man), the English court had no power… Read more

In a recent decision, the Technology and Construction Court (TCC) held that a contractor under a sub-contract (which incorporated standard LOGIC conditions) could not claim liquidated damages when a contractual milestone was not met, due to an amendment which had… Read more

This annual contract law update from our corporate team considers a number of interesting contract law cases which have highlighted key points for those involved in drafting or managing contracts. The cases that have been chosen deal with the formation of… Read more

The Court of Appeal has upheld a High Court decision striking out claims for breach of warranty on the basis that they were not notified in accordance with the relevant mandatory contractual provisions: Teoco UK Ltd v Aircom Jersey 4… Read more

In a recent decision, the High Court found that claims for breach of warranty had not been validly notified to one of seven defendants in accordance with the contractual provisions of a sale and purchase agreement, with the result that… Read more

Establishing that a counterparty is in breach of contract is only the first hurdle to obtaining proper redress. It is just as important for the innocent party to show that it has suffered a loss as a result of the… Read more

In two recent decisions, the Court of Appeal has clarified that Article 3(3) of the Rome Convention does not apply to override the chosen law where there is an international element to the contract. In both cases, defendants seeking to… Read more

In a recent decision, the High Court found that a claimant's letter purporting to terminate a contract for the defendant's repudiatory breach could not take effect as a notice of termination under the relevant contractual provisions. As the court found… Read more

Where a share option agreement provided that the option could be exercised only with board consent, the High Court has ordered specific performance of the agreement despite the lack of board consent. The court held that the veto was discretionary,… Read more

The Court of Appeal has upheld an order for summary judgment for sums due under a facility agreement which was based on a Loan Market Association (LMA) model form. It rejected the defendants' argument that (i) the parties were dealing… Read more

The Supreme Court has ruled that the owners of a ship that was redelivered early in breach of a charterparty did not have to give credit for the benefit they obtained by selling the vessel for a higher price upon… Read more