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In this Insight, first published in PLC, Partner Shy Jackson considers the JCT's Target Cost Contract, 2024 Edition (TCC 2024), a new addition to its 2024 Edition contract suite that reflects the wider industry trend towards...more
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
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 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
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
Times Travel’s business depended upon selling Pakistan International Airlines’ tickets. The travel agency was pressured by the airline to waive claims for unpaid commissions under its old contract, by the threat of the...more
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 Material Adverse Effect clause in an SPA excluded conditions resulting from a pandemic except where those conditions would have a disproportionate effect on the target companies as compared to companies in the “industries”...more
It’s midnight and you’re in the final stages of negotiation in a complex international transaction. It’s probably a safe bet that the one thing that is not keeping you awake is a concern over what law governs the arbitration...more
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
As sanctions ramp up globally, it is increasingly important for commercial parties engaged in cross border transactions to have certainty (i) as promisees (e.g. lenders) as to when their counterparties may legitimately avoid...more
In a long running group litigation between a number of Sub-Post Masters and Post Office Limited, Mr Justice Fraser, sitting in the English High Court, has given detailed consideration of the issue of relational contracts in...more
Setting the scene The long anticipated European Commission (DG COMP) report on "EU loan syndication and its impact on competition in credit markets" (see here) has finally been published. The study primarily focuses on the...more
A number of recent English court decisions have recast the test for determining when a contractual provision may be unenforceable under English law as a “penalty clause”. The rule against penalty clauses is particularly...more
In a dispute over the scope of an exemption clause in a construction contract, the Court of Appeal declined to apply the contra proferentem rule, emphasising its very limited role when interpreting a commercial contract...more