News & Analysis as of

Commercial Contracts United Kingdom

Latham & Watkins LLP

Arbitration or Winding-Up? Privy Council Decision in Sian Participation Corp v. Halimeda Overrules Traditional English Approach

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The decision confirms that an arbitration agreement will be upheld in the face of insolvency proceedings only if it can be shown that the petition debt is genuinely disputed on substantial grounds....more

BCLP

Conditions Precedent and Time Bars, Getting Around Them

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When a party fails to comply with a condition precedent, especially if such a provision includes a time limit for the fulfilment of the obligation, it will often advance various arguments to avoid the consequences of...more

Hogan Lovells

The UK General Election 2024: immediate implications for business

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Following the announcement of the UK General Election, now is the time for businesses to prepare their strategies for engagement with the future government. That means understanding the likely policy positions, considering...more

BCLP

Can You Smash & Grab and Argue About True Value in the Same Adjudication?

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In the case of Bellway Homes Limited v Surgo Construction [2024] EWHC 10 TCC, the court addressed whether it is possible to start a smash & grab adjudication but also a claim based on true value adjudication as a secondary...more

Morrison & Foerster LLP

Drafters Beware: Key 2023 English High Court Cases That May Affect Your Commercial Contracts in 2024 and Beyond…

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Although the general principles of English contractual law did not see a dramatic overhaul in 2023, parties to commercial contracts should still be aware of a number of cases in 2023 that tweaked, clarified or confirmed areas...more

Conyers

B2B, B2C, BVI – Crypto Disputes in the Caribbean

Conyers on

In the crypto world, does it really matter where you are? Is there a sunny offshore paradise perspective on the click of a button and a fintech trade? The answer lies as usual in how to unravel a problem should it arise. Both...more

BCLP

Disputes in Focus: Quick Q&A on Contractual Interpretation

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Following a series of three Supreme Court judgments between 2011 and 2017, the general approach to interpretation of contracts under English law has been fairly clear....more

Mayer Brown

Electronic Trade Documents Act: Paper to Data

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On 20 July 2023 the long awaited Electronic Trade Documents Act 2023 (the Act) received Royal Assent, and will come into effect in the UK on 20 September 2023. ...more

BCLP

To Introduce or Not to Introduce, That is the Question?

BCLP on

Recent case law has highlighted various challenges in structuring payment provisions for referral arrangements, such as introduction, intermediary, brokerage and ‘finder’s fee’ agreements. Together, these provide useful...more

BCLP

The CMA’s Draft Sustainability Guidance - the latest agency to step into the international green competition policy debate

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The UK’s Competition and Markets Authority (“CMA”) has published its long-awaited draft guidance on sustainability agreements between competitors (the “Draft Guidance”). In doing so, it acknowledges that collaborations...more

BCLP

In the spotlight: Statutory Implied Conditions, Exclusions and Questions of Reasonableness

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A recent case (Last Bus Ltd (trading as Dublin Coach) v Dawsongroup Bus and Coach Ltd [2022]) has provided a useful reminder of the circumstances in which commercial parties may exclude statutory implied terms, as well as...more

Latham & Watkins LLP

Meaning of “Good Faith” Under English Law: Latest Clarification

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The Court of Appeal reiterates the importance of the specific context in interpreting contractual good-faith duties. English law does not include a general implied duty of good faith. However, the English courts are...more

K&L Gates LLP

The Commercial Court of England and Wales Outlines Limitations under English law on the Doctrine of Separability in Respect to...

K&L Gates LLP on

The Commercial Court of England and Wales has outlined limitations of the doctrine of “separability,” i.e., the notion that an arbitration agreement within a commercial contract is distinct from the main contract itself, in a...more

BCLP

Terminating technology contracts: some welcome guidance

BCLP on

Whether to terminate of a complex agreement for material and/or repudiatory breach is a common and yet difficult decision to make as a business (and to advise on as a lawyer). And, given the unpredictability of the outcome,...more

Latham & Watkins LLP

UK Supreme Court Affirms “Orthodox” Approach to Liquidated Damages in English Law

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Importantly for commercial parties, the decision indicates that parties are assumed to be aware of this approach. Liquidated damages clauses provide pre-agreed remedies for contracting parties in the event of particular...more

A&O Shearman

Asymmetric jurisdiction agreements – are they effective against “torpedo” actions in another court?

A&O Shearman on

An asymmetric jurisdiction agreement is an exclusive jurisdiction agreement for the purposes of the “anti torpedo” provisions of the Brussels Recast Regulation. This means that the court given exclusive jurisdiction for the...more

BCLP

The Data & Brexit Digest – Drafting tips for contracts and policies

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With the UK now unambiguously out of the EU, the EU General Data Protection Regulation (2016/679) (“EU GDPR”) has been replaced by the United Kingdom General Data Protection Regulation (“UK GDPR”). In this third instalment of...more

Dorsey & Whitney LLP

Implied Duty of Rationality in Commercial Contracts

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On 30 November 2020, the UK High Court handed down judgment in the relief phase of the case of Otello Corporation ASA v. Moore Freres & Company LLC and Last Lion Holdings Limited (BL-2018-000840). Dorsey & Whitney advised...more

A&O Shearman

Is possession of a contract nine-tenths of the law?

A&O Shearman on

In Solaria v Department for Business, the Court of Appeal held that a signed and part-performed commercial contract was, prima facie, a “possession” for the purpose of Article 1, Protocol 1 of the European Convention for the...more

Latham & Watkins LLP

Court of Appeal Rules That “Judgments on Judgments” Are Not Registrable for Enforcement Under the Administration of Justice Act...

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The Court found that the Administration of Justice Act 1920 should be interpreted purposively rather than literally. The English Court of Appeal has considered for the first time whether the Administration of Justice Act...more

Kilpatrick

5 Key Takeaways - Brexit: Issues for U.S. Retail and Consumer Goods Businesses

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Kilpatrick Townsend recently co-hosted a discussion with UK law firm Mishcon de Reya about the implications of Brexit for U.S. retail and consumer goods businesses doing business in Europe. The UK left the EU on January 31...more

Latham & Watkins LLP

Successfully Tackling LIBOR Phase-Out in International Arbitration

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The discontinuation of LIBOR in 2022 may pose a risk to arbitration proceedings. Preparation is key to a smooth transition. Key Points: ..LIBOR, which is widely used in financial transactions and is embedded in many...more

BCLP

Protecting your position - COVID-19 disputes in the UK

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The COVID-19 pandemic is causing commercial and contractual issues across sectors. Whilst organisations are busy dealing with urgent issues day to day, in reality it will take some time for issues and concerns to crystallise...more

BCLP

What does the clause mean? Contractual Interpretation in UK Disputes

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We know that clients are grappling with contractual issues arising from the impacts of the COVID-19 pandemic and the rights and obligations under existing contracts are coming under close scrutiny and it is likely that there...more

King & Spalding

Electronic Signatures: the Do’s and Don’ts

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Following the World Health Organisation’s declaration of a pandemic, governments around the world are implementing strict measures to manage the spread and implications of coronavirus (Covid-19). With employees advised to...more

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