High Court decision illustrates danger of using “all” in a negative clause

In a recent decision, the High Court had to consider the proper construction of a term which entitled the parties to rescind "if all of the Conditions have not been discharged" by the longstop date: Dooba Developments Limited v McLagan Investments Limited [2016] EWHC 2944 (Ch).  Describing the question as finely balanced, the court held … Read more

Court of Appeal refuses to imply term where contract incomplete

The Court of Appeal has held, by a majority, that no binding agreement was reached between the seller of several flats and an estate agent, as the parties had failed to agree the circumstances in which the agreed rate of commission would fall due. This was a critical term which, the court said, could not … Read more

English law contracts post-Brexit: What changes should commercial parties expect?

The core principles of English contract law, such as interpretation of contracts and remedies for breach, will not be affected by Brexit and the key attractions of English law will remain. Brexit may, however, have implications for particular aspects of parties’ contractual relationships, including how certain terms may be interpreted and whether any termination rights … Read more

Court of Appeal finds innocent party could not affirm contract following repudiatory breach where defaulting party unable (not just unwilling) to perform

The Court of Appeal has upheld a decision that a party was not entitled to keep a contract alive for the purpose of claiming ongoing liquidated damages for delayed performance following its counterparty’s repudiatory breach: MSC Mediterranean Shipping Company S.A. v Cottonex Anstalt [2016] EWCA Civ 789. The Court of Appeal did not however base … Read more