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Snapshots Spring 2024
A roundup of key legal developments for the modern commercial lawyer.
Read moreExcluding statutory implied terms – inequality of bargaining power considerations
In what circumstances is it reasonable to exclude the statutory implied term as to quality?
Read moreSPA breach of warranty claim – interpreting a no material adverse change warranty
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?
Read moreExclusion clauses - loss of profits and wasted expenditure
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?
Read moreExpress and implied good faith obligations and relational contracts
Did an express or implied general duty of good faith arise under a relational contract between parties who were also competitors?
Read moreIncorrect invoicing – claiming the difference between sums mistakenly invoiced and sums correctly due under agreement terms
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?
Read moreInterest clauses – displacing the courts’ wide discretionary powers to award interest on debt or damages
What is the courts’ approach to awarding statutory interest when a contract provides for contractual interest.
Read moreSnapshots Winter 2023
A roundup of key legal developments for the modern commercial lawyer.
Read moreTerminating software agreements when they fail to deliver software deliverables on time
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?
Read moreLimitation of liability clauses in software development projects – financial caps
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?
Read morePre-contractual documents – when heads of terms are legally binding and enforceable
Was a signed document marked “heads of terms” but not marked “subject to contract” a binding agreement for lease?
Read moreFinancial claim caught by clause excluding liability for loss of anticipated profits
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?
Read moreSnapshots Autumn 2023
A roundup of key legal developments for the modern commercial lawyer.
Read moreSnapshots Summer 2023
A roundup of key legal developments for the modern commercial lawyer.
Read moreContract interpretation - informality of contract does not overturn text with obvious and clear meaning
Where an informal, brief and home-made agreement has been drafted without lawyer input, will the ordinary rules of contractual interpretation apply?
Read moreCourt of Appeal considers key requirements for an enforceable dispute resolution clause
What form of wording and/or omissions in drafting may result in a Dispute Resolution Procedure (DRP) clause being held to be unenforceable?
Read moreBreach of warranty claim notification fails to comply with notice clause
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?
Read moreValid incorporation of terms dealing with software error in online contract using click-wrap acceptance
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?
Read moreContract novation – consent inferred by conduct despite written restrictions in contract
Where consent for novation has not been provided for explicitly in a contract, how may courts approach inferring consent by conduct?
Read moreSnapshots Spring 2023
A roundup of key legal developments for the modern commercial lawyer.
Read moreSnapshots Winter 2022
A roundup of key legal developments for the modern commercial lawyer.
Read moreA move away from the formulaic approach to the contractual duty of good faith
Compound Photonics Group Ltd; Faulkner v Vollin Holdings Ltd [2022] EWCA Civ 1371
Read moreContract formation certainty of terms
Cooper v Dnata Catering Services Ltd [2022] EWHC 2216 (Comm)
Read moreContractual allocation of risk and common mistake
John Lobb SAS v John Lobb Limited [2022] EWHC 2306 (Ch)
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