Compact Contract

A brief look at topical issues in contract

01 March 2021 AOCompactContract

Now that the COVID-19 vaccine contract between the EU and AstraZeneca has been published, we take a look at it and the “Best Reasonable Efforts” provisions. The production issues facing the roll-out of the EU vaccination programme have led some to question the centralised approach taken by the European Commission in its procurement of the › Read More

12 February 2021 Mohamed Sacranie

Is a parent company liable if it restructures its operations and a now disused subsidiary is prevented from meeting its own contractual obligations? In Kawasaki v Kemball, the Court of Appeal held that the parent neither induced nor intended its subsidiary’s breach and reaffirmed this economic tort’s restricted scope. Kawasaki formed a joint venture and › Read More

10 February 2021 Ella Wardlaw

In determining whether a breach of contract operates as an effective cause of the loss claimed, the court must apply “common sense”. Although there is a “moral asymmetry” where one party is at fault and the other an innocent victim of wrongdoing, some breaches, however reprehensible, result in no loss that can be recovered by › Read More

05 February 2021 Aaron Jones

“Fair value” means the value of the shares on a sale between a willing buyer and a willing seller, discounted to reflect the fact that shares represent a minority holding (Re Euro Accessories Ltd). Monaghan, the minority shareholder, claimed he was entitled to a pro rata proportion of the total value of company’s issued share › Read More

01 February 2021 Khush Kotecha

A change in law provision engaged by the Covid-19 pandemic can reduce the management fee payable to zero: Westminster City Council v Sports and Leisure Management. A management company were awarded a 10 year contract in 2016 to provide sport and leisure facilities to a Council. The contract was modelled on similar ones used by › Read More

19 January 2021 Robert Steele

In Zuberi v Lexlaw, the Court of Appeal held that “damages-based agreement” should be construed narrowly, comprising only the particular provisions of a retainer dealing with payments out of recoveries, not the retainer as a whole. It also held that the Damages-Based Agreements Regulations 2013 do not regulate fees payable to lawyers in the event › Read More

16 December 2020 Max Sherrard

In Solaria v Department for Business, the Court of Appeal held that a signed and part-performed commercial contract was, prima facie, a “possession” for the purpose of Article 1, Protocol 1 of the European Convention for the Protection of Human Rights. That a contract is assignable is not the legal test to apply, simply a › Read More

14 December 2020 Jason Rix

Richard Hooley spoke to us this lunchtime about exemption clauses. Interpretation He began by quoting from Andrew Burrows’ A Restatement of the English Law of Contract (which has recently been updated) and its excellent summary of contractual interpretation. Paraphrased it says: Ask what the clause, “viewed in the light of the whole contract, would mean › Read More

11 December 2020 Charlotte Page

In ABC v Network Rail, the Court of Appeal confirmed that “default” simply means a failure to comply with contractual obligations where the context does not call for an alternative construction. ABC was contracted to upgrade a Network Rail power supply. It was entitled to payment under a “total costs” provision, where Network Rail could › Read More

02 December 2020 Alexandra Pedder

In Fairlight v Sotheby’s, the Court of Appeal considered whether a line of authorities relating to sub-agency could be applied to preclude privity of contract between the parties, and to excuse Fairlight from returning proceeds received from the sale of a painting which had been rescinded on authenticity grounds. The facts were as follows: Fairlight › Read More