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Commercial contracts

Snapshots Spring 2024

Published on 17 Apr 2024. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

Excluding statutory implied terms – inequality of bargaining power considerations

Published on 13 Dec 2023. By David Cran, Head of IP & Tech

In what circumstances is it reasonable to exclude the statutory implied term as to quality?

SPA breach of warranty claim – interpreting a no material adverse change warranty

Published on 13 Dec 2023. By David Cran, Head of IP & Tech

How will the courts assess an alleged breach of a warranty that there had been no material adverse change in the financial prospects of a company?

Exclusion clauses - loss of profits and wasted expenditure

Published on 13 Dec 2023. By David Cran, Head of IP & Tech

What factors does the court take into account when construing an exclusion clause that covered loss of profits and wasted expenditure, and how does the court approach arguments on whether UCTA applies where the parties are dealing on standard terms of business that have been subject to some negotiation?

Express and implied good faith obligations and relational contracts

Published on 13 Dec 2023. By David Cran, Head of IP & Tech

Did an express or implied general duty of good faith arise under a relational contract between parties who were also competitors?

Incorrect invoicing – claiming the difference between sums mistakenly invoiced and sums correctly due under agreement terms

Published on 13 Dec 2023. By David Cran, Head of IP & Tech

When a supplier invoices a lower sum than the figure due under the agreement, can the customer defend a claim in debt based on incorrect invoicing?

Interest clauses – displacing the courts’ wide discretionary powers to award interest on debt or damages

Published on 13 Dec 2023. By David Cran, Head of IP & Tech

What is the courts’ approach to awarding statutory interest when a contract provides for contractual interest.

Snapshots Winter 2023

Published on 12 Dec 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

Terminating software agreements when they fail to deliver software deliverables on time

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech and Helen Armstrong, Partner

How did the court determine: (1) whether a software implementation timeline agreed by the parties was binding; (2) when implementation was considered complete; and (3) in what circumstances did failing to complete implementation by the contractual deadlines entitle the customer to terminate the contract?

Limitation of liability clauses in software development projects – financial caps

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech and Helen Armstrong, Partner

Was the limitation of liability clause in the Master Services Agreement construed by the court to provide for a single aggregate cap to be applied to the customer's pleaded claims (limiting the claim to £11.5m from a pleaded claim of £31m), or separate caps for each claim?

Pre-contractual documents – when heads of terms are legally binding and enforceable

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech and Helen Armstrong, Partner

Was a signed document marked “heads of terms” but not marked “subject to contract” a binding agreement for lease?

Financial claim caught by clause excluding liability for loss of anticipated profits

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech and Helen Armstrong, Partner

How did the court approach the construction of an exclusion clause to determine whether the claimant's financial claim for breach of an exclusivity provision was properly described as a claim for “anticipated profits” and as such was excluded by that clause?

Snapshots Autumn 2023

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

Snapshots Summer 2023

Published on 07 Jul 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

Contract interpretation - informality of contract does not overturn text with obvious and clear meaning

Published on 07 Jul 2023. By David Cran, Head of IP & Tech and Helen Armstrong, Partner

Where an informal, brief and home-made agreement has been drafted without lawyer input, will the ordinary rules of contractual interpretation apply?

Court of Appeal considers key requirements for an enforceable dispute resolution clause

Published on 07 Jul 2023. By David Cran, Head of IP & Tech and Helen Armstrong, Partner

What form of wording and/or omissions in drafting may result in a Dispute Resolution Procedure (DRP) clause being held to be unenforceable?

Breach of warranty claim notification fails to comply with notice clause

Published on 07 Jul 2023. By David Cran, Head of IP & Tech and Helen Armstrong, Partner

What principles will a court consider when construing notification of claim clauses in a share purchase agreement to determine whether a party has given valid notice of loss?

Valid incorporation of terms dealing with software error in online contract using click-wrap acceptance

Published on 07 Jul 2023. By David Cran, Head of IP & Tech and Helen Armstrong, Partner

When using the “click-wrap” method to accept terms in an online contract, what issues should be considered to ensure that the terms are properly brought to the consumer’s attention?

Contract novation – consent inferred by conduct despite written restrictions in contract

Published on 07 Jul 2023. By David Cran, Head of IP & Tech and Helen Armstrong, Partner

Where consent for novation has not been provided for explicitly in a contract, how may courts approach inferring consent by conduct?

RPC's Snapshots app brings together the latest legal developments…at the touch of a button

Published on 06 Jun 2023. By Joseph Akwaboa, Associate and Oliver Bray, Senior Partner

Students and commercial lawyers alike can access a rich database of updates from the commercial, data, digital, consumer and advertising legal landscape

Snapshots Spring 2023

Published on 31 Mar 2023. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

Snapshots Winter 2022

Published on 23 Dec 2022. By Oliver Bray, Senior Partner and David Cran, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

A move away from the formulaic approach to the contractual duty of good faith

Published on 23 Dec 2022. By David Cran, Head of IP & Tech

Compound Photonics Group Ltd; Faulkner v Vollin Holdings Ltd [2022] EWCA Civ 1371

Contract formation certainty of terms

Published on 23 Dec 2022. By David Cran, Head of IP & Tech

Cooper v Dnata Catering Services Ltd [2022] EWHC 2216 (Comm)

Contractual allocation of risk and common mistake

Published on 23 Dec 2022. By David Cran, Head of IP & Tech

John Lobb SAS v John Lobb Limited [2022] EWHC 2306 (Ch)

RPC scores top rankings in Chambers UK 2023

Published on 20 Oct 2022. By Kimberley Nanson, Senior PR & External Communications Manager

RPC has achieved top ranking in nine practice areas in Chambers UK 2023.

Six-cess! RPC recognised as top-tier firm across six areas in The Legal 500 UK 2023

Published on 29 Sep 2022. By Kimberley Nanson, Senior PR & External Communications Manager

The 2023 edition of the Legal 500 UK rankings has been released and we are delighted with the latest results.

RPC hires highly-ranked commercial contracts Partner to growing IP, Tech and Media Group

Published on 22 May 2018.

RPC has hired leading commercial contracts lawyer Paul Joukador into its growing IP, Technology and Media Group in London.