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Contract Drafting Contract Terms United Kingdom

Mayer Brown

English Court of Appeal Rules on "Loss of Anticipated Profits" Exclusion Clause

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The Court of Appeal recently considered whether a clause excluding claims for "loss of anticipated profits" prevented the claimant from bringing a claim for loss-of-profit damages stemming from an alleged breach of contract....more

A&O Shearman

Disputes 101- Contractual interpretation: through the looking-glass

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If you draft contracts, you want to ensure, if there's ever a dispute, that the court agrees with your meaning. As a litigator, you will want the words to mean whatever your client wants them to mean. Either way, you need to...more

A&O Shearman

Can you contract with yourself?

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While looking at the recoverability of damages, the High Court has taken a look at whether you can contract with yourself. When thought of in humans terms, the answer seems obvious: surely my left arm cannot contract with my...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

Drafters beware! Court of Appeal on the significance of express terms

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Every so often the Court will reaffirm the primacy of express terms while re-stating the rule that implied terms can only be relied on to the extent they are (i) so obvious as to go without saying, or (ii) necessary to give...more

A&O Shearman

Sign your engagement letter. It’s not up for negotiation

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The High Court has provided a stark reminder of the risks that arise if parties, despite extensive negotiations, fail to sign their agreements, in this case an engagement letter....more

A&O Shearman

Out with the old, in with the new: amending contracts under English law

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Have you amended a contract recently? Read on. You might have wanted to vary the terms of an existing contract. But a court will look at what parties have said and done to determine objectively what their intent was. If the...more

BCLP

Key trends in contractual negotiations

BCLP on

The pandemic has put many contractual relationships under immense pressure. We explored in our last Business as (un)usual article some of the problems which contracting parties may have inadvertently created for themselves...more

A&O Shearman

Exclusion clauses under UCTA and incorporating standard terms: a five-star lesson

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The High Court finds that standard terms are successfully incorporated into a contract but determines that an exclusion clause is unreasonable under UCTA and is therefore ineffective....more

A&O Shearman

Bacardi guaranteed or indemnified to breeze through contractual interpretation

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Once again the court looks at the vexed question of the distinction between a guarantee and an indemnity....more

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more

White & Case LLP

2020 Summer review M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – June 2020: Coronavirus & Construction Contracts - Causation, Force...

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Large construction projects, by their very nature, carry significant commercial and financial risk for the parties involved. Contributing to this overall risk is the reality that an act of nature or other circumstance beyond...more

Morgan Lewis

UK Takeover Panel: COVID-19 and UK Lockdown Insufficient to Trigger MAC Conditions

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The offeror for Moss Bros sought to rely on standard material adverse change conditions to lapse the offer, on the basis of the impact of the coronavirus (COVID-19) pandemic and related UK governmental measures on Moss Bros. ...more

White & Case LLP

Losing the longstop: High Court decision highlights importance of clearly drafted longstop clauses

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In Damoco (Bermuda) Ltd and Others v Atlanta Bidco Ltd, the High Court rejected claims as to the longstop date for accounts needed to calculate a contractual payment. Instead, the Court adopted a much narrower interpretation...more

White & Case LLP

What duties does a lawyer owe a litigation funder - put simply, what do the words say?

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The recent judgment in John Hall v Saunders Law Limited & Others considers the extent of the duties (if any) owed by solicitors conducting funded litigation to those funders, and emphasises the importance of careful drafting...more

Latham & Watkins LLP

“But what if...?” English Court Identifies Liability Despite Gaps in Contractual Drafting

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The ruling serves as a helpful reminder that parties must enter into well-drafted contracts in proper legal form. In Philip Barton v. Timothy Gwyn-Jones & Others [2019] EWCA Civ 1999, the Court of Appeal recently allowed a...more

Latham & Watkins LLP

English Court of Appeal Confirms Proper Test for Common Mistake Rectification

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Objective test applies if a prior concluded contract exists, but subjective test applies if there is a continuing common intention. In the recent case of FSHC Group Holdings Limited v. GLAS Trust Corporation Ltd [2019]...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Hogan Lovells

PropTech Decoded – Ten Top Tips for Taking Flexible Working Space

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With a boom in co-working across the world, getting the best deal on the space you occupy and understanding the small print is top ticket for flexible leasing. Before signing on the dotted line, ask yourself these key...more

Hogan Lovells

Time for a Reminder

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Timing is everything, they say, and nowhere is that more true than in the law of contract, where a failure to meet a deadline can have serious commercial and practical ramifications for the parties. In this blog Tim Reid has...more

Hogan Lovells

UK: Wood v Capita Insurance Services Limited

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Be aware of drafting (or seeking to interpret) a contractual indemnity provision in isolation. Appreciating the wider contractual context will avoid surprises. The Supreme Court has held that the indemnity clause in an...more

A&O Shearman

Contract formed before more detailed terms agreed

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Arcadis Consulting (UK) Ltd v AMEC (BSC) Ltd [2016] EWHC 2509 (TCC), 25 October 2016 - This case highlights the risks where a simple contract is found to have been formed before more detailed terms are agreed. The court...more

Knobbe Martens

Court Holds That Fashion Designer Karen Millen Cannot Use Her Name in Connection with Future Clothing Lines

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A recent UK court held that Karen Millen, a fashion designer and co-founder of the Karen Millen brand, was prohibited from using her name, KM or K.Millen or any other confusingly similar names in connection with clothing and...more

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