Contract

Court of Appeal clarifies that “mandatory rules” do not override chosen law in contracts with an international element

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 … Continue reading

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Filed under Choice of law, Contract

High Court decision illustrates the need to be sure of your ground before terminating for repudiatory breach

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 … Continue reading

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Court finds veto right in share option agreement was discretionary and could not be exercised capriciously, arbitrarily or unreasonably

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, … Continue reading

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Court of Appeal clarifies when parties are dealing on written standard terms of business so that the UCTA reasonableness test will apply

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 … Continue reading

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Supreme Court clarifies principles for determining when benefits enjoyed by a claimant following a breach of contract will be treated as collateral

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 … Continue reading

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Filed under Contract, Remedies

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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Filed under Announcements, Contract