Contract

High Courts finds European Medicines Agency lease not frustrated by Brexit

The High Court has rejected an argument that the European Medicines Agency’s (EMA’s) lease of premises at Canary Wharf will be frustrated as a result of the UK’s withdrawal from the UK: Canary Wharf (B4) T1 Ltd and others v … Continue reading

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Supreme Court overturns decision finding contract incomplete and declining to imply term

The Supreme Court has unanimously held that a binding agreement was reached between a property seller and an estate agent, despite the parties not having specified the circumstances in which the agreed rate of commission would fall due: Wells v … Continue reading

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Drafting contracts: Key lessons from 2018

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 chosen deal with a variety of matters including implied … Continue reading

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Court of Appeal finds interim contract incorporated terms and conditions including limitation of liability

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 … Continue reading

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Court of Appeal holds SPA earn-out unenforceable as an agreement to agree

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 … Continue reading

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High Court finds liquidated damages clause for delay in construction contract was not unlawful penalty

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 … Continue reading

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High Court finds entire agreement clause did not exclude liability for misrepresentation

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 … Continue reading

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CJEU finds abuse of dominance claims may come within jurisdiction clause

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 … Continue reading

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New Brexit podcasts looking at the impact on contracts and contract termination

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 … Continue reading

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Directors held liable for inducing breach of contract and unlawful means conspiracy where they placed company into liquidation to avoid outstanding debt

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. … Continue reading

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