Plus ça change … the Supreme Court rules on the enforceability of “no oral variation” clauses

Richard Farnhill

This morning the Supreme Court handed down its judgment in Rock Advertising v MWB Business. It reversed the Court of Appeal and found that clauses limiting the parties’ ability to vary their contract are binding. A purported variation to the contract that fails to comply with the clause will therefore be ineffective. MWB had rented Read More

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Paint my Ride – contextual interpretation favoured over a literal one

Andrzej O'Leary

In Paintshield Ltd v XPEL Technologies Corp, the High Court favoured a contextual interpretation over a literal one to find that XPEL had not breached an IP licence agreement. Paintshield had licensed to XPEL patterns for paint protection films for the bodywork of cars. These patterns were uploaded by Paintshield to a database owned by XPEL Read More

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Breach of good faith obligation in healthcare services agreement

Jin Ooi

In Health & Case Management Ltd v The Physiotherapy Network, the court held there was no contractual obligation on HCML to make a certain number of referrals.  However, HCML had breached its good faith obligation by using TPN’s data to set up a rival network. Below I have picked out the court’s findings on the provisions in Read More

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Recitals – the Premier League of intention

Lucy Judge

In Blackpool FC Properties v Baltic International Bank, the recitals of an agreement for the development of the club’s stadium were influential in informing the natural and ordinary meaning of the clause in dispute. Baltic’s loan, and BFC Properties’ commitment, was to cover phases one and two of the development. A recital provided that the Read More

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Exclusive jurisdiction clauses: a continuing obligation

Crawford Jamieson

In AMT Futures v Boural the High Court has given guidance on the continuing nature of obligations under an exclusive jurisdiction clause. AMT is an “execution only” derivatives broker involved in litigation in Germany with certain of its former clients. The contract between AMT and those clients contained a clause which provided that they  ‘submit Read More

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Court of Appeal shows certainty to be its forte

Muir MacKean

In Openwork v Forte, the Court of Appeal confirmed that finding a clause lacks certainty is only ever a last resort. A provision, the overall effect of which is explicit despite its terms being incomplete, may still be sufficiently certain in effect to be enforced. Mr Forte, a financial adviser, had entered into a contract Read More

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Fetter not risk it: avoiding penalties and curtailing contractual rights

Jason Rix

Last week, Richard Hooley gave one of his regular talks on recent developments in banking and finance law. Below I have set out a couple of knotty contractual issues I noted down: “Clever” (or careful) drafting may stop a clause being a penalty (Holyoake v Candy). A requirement to pay a redemption amount on voluntary early Read More

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How obvious is a ‘manifest error’?

Crawford Jamieson

In Amey Birmingham Highways v Birmingham City Council, the Court of Appeal offered guidance on the meaning of the phrase ‘manifest error’. Under a PFI contract with the City Council, Amey agreed to maintain Birmingham’s road system. The roads to be maintained were defined by reference to a data set, 60% of which was based Read More

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701 Aggregations. Spotting when many insurance claims are treated as a single pack

Russell Butland

In Spire v Royal & Sun Alliance the Court of Appeal held that over 700 claims of the victims of surgeon Ian Paterson should be aggregated as a single claim for the purposes of the hospital’s liability policy. Spire runs a number of private hospitals where Ian Paterson, a Consultant Breast Surgeon, operated. Over 700 Read More

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Certainty prevails: cause of action accrues when work done

Megan Betts

In Ice Architects v Empowering People Inspiring Communities, the High Court held that the entitlement to payment for work by ICE arose when the work was done, not when the invoice expired. ICE provided design services to EPIC. The agreement stated that the “basis of payment” was that ICE “will invoice EPIC on a monthly basis Read More

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