Welcome to Compact Contract, a blog where experts from Allen & Overy analyse the latest contract law themes and developments, and what they mean for your business.

Licence to kill: football merchandising agreement “undone” by High Court

Natasha Rao

In SDI Retail v Rangers Football Club, the High Court held that Rangers FC should not have entered into a merchandising agreement with a third party without giving Sports Direct, the existing licensee, an opportunity to match the third party’s offer (under the terms of the licence). The main question was whether a requirement that Read More

Italian aviation claim grounded following High Court jurisdiction ruling

Becky Valori

In Airbus v Generali Italia, the High Court held that Alitalia’s insurers were bound by an exclusive jurisdiction clause in favour of the English courts in an agreement between Alitalia and Airbus. The proceedings arose out of an incident in 2013 where an aircraft leased by Alitalia was required to make an emergency landing due Read More

A question of construction: liability caps and building contracts

Leah Fisher

In Arcadis v AMEC, the Court of Appeal held that a liability cap had been incorporated into a letter of instruction. AMEC, a specialist concrete contractor, employed Arcadis, an engineering outfit, to help design two construction projects: the Wellcome Building and Castlepoint car park. A detailed Protocol Agreement was exchanged but never finalised. Work was Read More

No general principle of interpretation for shareholders’ agreements

Kerry Chan

In Rusal v Crispian and Whiteleave, the High Court held that the principle of interpretation which applied to a private company’s articles of association – that the right to transfer shares could only be restricted by clear words – would not generally apply to shareholders’ agreements. The central issue was whether Crispian had validly commenced Read More

Oil be the judge of that: continuing misrepresentation leads to increased damages

Taly Dvorkis

In Inter Export v Lasytsya, the Court of Appeal held that the correct measure of damages for fraudulently misrepresenting the ability to pay the contract price is to put the aggrieved party in the position it would have been in had the deceit not occurred. Lasytsya was the company director of Nerida which had entered Read More

Force Majeure and Causation: iron-ing out the issues

Laurence Ridgway

In Classic Maritime v Limbunga, the High Court held that a contractual force majeure clause incorporated a “but for” test of causation. Limbunga, a charterer, contracted to provide iron ore for shipment by Classic Maritime, a ship owner. Limbunga failed to do so after a burst dam forced the mine that supplied the iron ore Read More

Crimea river: Russia and Ukraine in bond case

Jason Rix

In Ukraine v Law Debenture, the Court of Appeal refused to imply terms into a trust deed and an agency agreement that Ukraine’s obligation to repay some Eurobonds wouldn’t arise if Russia, the sole noteholder, hindered repayment. Law Debenture (at the direction of Russia) sought summary judgment against Ukraine for non-repayment of Eurobonds. Part of Ukraine’s Read More

A consideration of antique Islamic art

Victoria Williams

In Rock v MWB, the Supreme Court declined to deal with consideration. In Simantob v Shavleyan, the High Court had to grapple with it. The parties were art dealers and had settled claims relating to a dispute over the sale of antique Islamic art. Mr Shavleyan agreed to pay Mr Simantob USD 1.5m in full Read More

Strike out: court rejects implied contract claim

Elizabeth Staves

The High Court in Standish v RBS  held that an alleged overarching agreement was unnecessary and therefore could not arise by implication. There was no breach of an implied duty of good faith and the claim was struck out as it was bound to fail. Standish were shareholders in a company which suffered financial difficulties. Read More

Egg on your face: weaker test for inducement where misrepresentation fraudulent

Georgina Thomson

When NIVE sued Rembrandt for breach of its contract for the supply of egg products, Rembrandt claimed it had been induced to enter the contract by NIVE’s fraudulent misrepresentation. The court agreed that the representation had been made, but had it induced Rembrandt to enter the contract (NIVE v Rembrant)? In recent years the test Read More