Contractual estoppel

Have no reliance on non-reliance? Clauses excluding misrepresentation must be reasonable.

Jon Turnbull

When commercial parties contract, they usually want to restrict their potential liabilities to the four corners of the document. The law sometimes has other ideas. Misrepresentation is a classic example. Liability for misrepresentation can be excluded by commonly found “non-reliance” clauses (often found within an entire agreement clause). These clauses set up a contractual estoppel; Read More

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An unfair relationship? Bank’s basis clauses upheld

Sophie Walker

In Carney v Rothschild, the High Court considered the efficacy of “basis clauses” in the context of a financial mis-selling claim in which it was alleged that an unfair relationship under the Consumer Credit Act 1974 had arisen. The claimants, four British expats living in Spain, had borrowed funds from the bank, secured against their Read More

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Inspect before you sign: acceptance certificates and contractual estoppel

Jason Rix

In Aquila v Onur, the court confirmed the effectiveness of contractual estoppel and acceptance certificates. Aquila agreed to lease an aircraft engine to Onur. When it entered into the lease, Onur signed an acceptance certificate. A major engine failure occurred (luckily without loss of life or serious injury). Aquila claimed for unpaid rent and other losses. Onur retorted Read More

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Contractual estoppel: is it time for it to go?

Richard Hooley

Contractual estoppel facilitates the enforcement of an agreement on the state of facts by precluding proof of facts that contradict that agreement. It was developed in the context of preclusion of liability for (non-fraudulent) misrepresentation by providing the legal explanation for the validity of ‘no representation’ and ‘non-reliance’ clauses, which contradict the true state of Read More

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