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Contract Interpretation Contract Terms United Kingdom

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

JAMS

The Complexities of Construction Dispute Resolution, Part I: Statutory Adjudication

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While disputes can occur in any type of commercial transaction, construction contains a unique mix of “ingredients” that increase the likelihood that disputes will arise. Whereas most commercial transactions involve only a...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

Morrison & Foerster LLP

Top Commercial Disputes of 2024: What You Need to Know and What to Look Out for in 2025

As we begin 2025 and set our goals for the new year (realistic or unrealistic), we outline some of the significant English court rulings from 2024 and the key lessons they offer for the year ahead. In 2024, the courts...more

Goodwin

Libera nos a LIBOR - Standard Chartered Plc v Guaranty Nominees Limited and Others [2024] EWHC 2605

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In a decision with general importance to financial markets, Standard Chartered Plc v Guaranty Nominees Limited and others [2024] EWHC 2605 represents the first time that the English court has ruled on the issue of which...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

Cooley LLP

Limitation of Liability: Court Considers Key Principles of Interpretation

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In Drax Energy Solutions Limited v. Wipro Limited, the Technology and Construction Court considered the proper interpretation of a limitation of liability clause. The judgment provides a useful summary of the principles that...more

Hogan Lovells

UK Service Charge – Supreme Court says pay now, argue later

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The Supreme Court has handed down judgment in Sara & Hossein Asset Holdings Limited v Blacks Limited, a service charge dispute which has been going through the Courts for over 3 years....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

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

Entire agreement / non-reliance clause didn't help dodge the factual matrix

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“Entire agreement or non-reliance clauses may prevent the use of extrinsic evidence to establish additional terms and collateral agreements, or claims based on warranties or misrepresentations. However, subject to the wording...more

BCLP

Triple Point v PTT: UK Supreme Court also interprets a contractual cap on liability

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The UK Supreme Court recently handed down a highly anticipated judgment on the interpretation of clauses which pertain to liquidated damages and limitations on a contractor’s liability for damages. Most notably, the Supreme...more

A&O Shearman

The point of no return

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“There are few, if any, words in the English language which, when viewed in splendid isolation, are capable of only one meaning. The word ‘return’ is not one of the few.” This was the challenge facing the Court of Appeal in a...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

A&O Shearman

Exclusion me, is that a wilful breach in our airspace?

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Exclusion clauses are to be construed by reference to the normal rules of contractual interpretation even in cases of alleged deliberate, fundamental or wilful breach: Mott Macdonald v Trant Engineering....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

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

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