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Contract Interpretation Contract Disputes United Kingdom

BCLP

Reminder of the Principles of Assignment

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In this Insight, Katharine Tulloch takes a look at the case of Grove Construction (London) Limited v Bagshot Manor Limited [2025] EWHC 591 (TCC) which provides a welcome reminder of the care which should be taken when...more

BCLP

Payment Notices Under the Construction Act 1996, a Welcome Clarification

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In Placefirst Construction Ltd v Car Construction (North East) Ltd [2025] EWHC 100 (TCC), the Technology and Construction Court has shed welcome light on the payment notice requirements of the Housing Grants, Construction and...more

BCLP

Shifting Contractual Risks and Managing Electronic Contracts

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In this Insight, Shy Jackson takes a look at the decision of John Sisk and Son Limited v Capital & Centric (Rose) Limited [2025] EWHC 594 (TCC) where the court had to grapple with interpreting a contract which was kept on a...more

A&O Shearman

DBS, delay and decoding conditions precedent

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The Court of Appeal has dismissed a claim by the UK Home Office's Disclosure and Barring Service for over GBP1.5 million worth of delay payments against its IT supplier Tata. The contract contained a condition precedent to...more

A&O Shearman

Disputes 101 - Boilerplate provisions and how not to get scalded

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In the fourth and final post on our series on Disputes 101 we look at boilerplate provisions on: entire agreements, non-reliance, oral variation (aka oral modification) and waiver. Entire agreement and non-reliance - Entire...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

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

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

Latham & Watkins LLP

Complex Commercial Litigation Law Review - Fifth Edition - England & Wales

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The courts of England are some of the most established fora for dealing with complex commercial litigation. The Civil Procedure Rules (CPR) that apply to English civil litigation, which govern every aspect of cases from...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

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The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

A&O Shearman

Straddling the fence - contractual interpretation in the abstract

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Life expectancy obligations in a construction project applied only to the newbuilds, not the refurbished properties under that project, according to the High Court. This case was not one where a breach was being alleged,...more

A&O Shearman

Capable of remedy? Stobart runs out of road

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When a termination provision states that a party can terminate an agreement where that breach is “capable of remedy” and the party in breach fails to remedy the breach within a specified timeframe, a recent High Court...more

Latham & Watkins LLP

Complex Commercial Litigation Law Review, 4th Edition - England & Wales

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Litigation is, on one analysis, all about telling stories to impartial decision makers. Complex commercial litigation means that those stories are more detailed, more involved and more intricate. That means that telling the...more

A&O Shearman

Standard terms provide resistance against "last shot" doctrine

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While the “last shot” generally wins the contractual “battle of the forms”, the Court of Appeal confirmed that, exceptionally, careful drafting of a party’s standard terms could create an overarching “master agreement”...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

Dechert LLP

COVID-19 and Duties of Good Faith Under English law

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As part of its response to the COVID-19 pandemic, the UK government on 7 May 2020 issued guidance “strongly encouraging” contractual parties to “act responsibly and fairly in the national interest in performing and enforcing...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

BCLP

Joint Operating Agreements: What have we learned from the High Court’s decision in TAQA v Rockrose

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On Friday 17 January 2020, the High Court gave its judgment in the TAQA Bratani v Rockrose case (TAQA Bratani Ltd and others v. RockRose UKCS8 LLC [2020] EWHC 58 (Comm)). In this judgment, the Court held in favour of the...more

Bracewell LLP

JOAs: “Good Faith” and the implied qualification of express contractual powers

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There have been a number of recent English Court decisions concerning implied obligations of good faith. In May 2019, we considered the potential impact of those decisions on joint operating agreements in the oil & gas...more

Bracewell LLP

Obligations of Good Faith in JOAs - The Impact of Recent Decisions on 'Relational Contracts'

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In the international upstream oil and gas exploration and production industry, joint operating agreements (“JOAs”) are the key agreements which govern the terms upon which oil and gas companies regulate their upstream joint...more

Latham & Watkins LLP

Complex Commercial Litigation Law Review – England & Wales

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Courts of England are some of the most established fora for dealing with complex commercial litigation. The Civil Procedure Rules (CPR) that govern litigation are robust and provide a clear framework for the cost-effective...more

A&O Shearman

No obligation imposed by use of "shall" in commercial referral agreement

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Commercial parties often use the word “shall” to impose a contractual obligation. This Court of Appeal decision is an illustration of how the surrounding circumstances, including prior dealings, can mean that “shall” is...more

A&O Shearman

Standstill agreements: difference between suspension or extension

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Parties often enter into standstill agreements when approaching the expiry of a limitation period. This case shows the difference between suspending time and extending time for the purposes of limitation in a standstill...more

A&O Shearman

Supreme Court confirms that both commercial common sense and the natural meaning of the words matter in contractual interpretation

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In Wood v Capita Insurance Services Ltd [2017] UKSC 24, the Supreme Court again examined the principles of contractual interpretation. In Arnold v Britton the Supreme Court had cautioned against commercial common sense...more

A&O Shearman

Reasonable endeavours and whether contract requirement was ‘futile’

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In Astor Management AG & anr v Atalaya Mining PLC & ors [2017] EWHC 425 (Comm) the High Court found that even arguably pointless contractual provisions must be met in the context of a condition precedent to payment of...more

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