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Interpretation

Limiting liability under your contract

Jason Rix

Last month, a group of us (Erwan Poisson, Joost Everaert, Julie Metois, James Freeman and I) gave some training on limiting liability in commercial contracts. So far so unsurprising. The sting in tail was that we were covering the topic under Belgian, French and English law. This served to highlight some legal and cultural differences Read More

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What does “to the extent that” mean in a warranty claim accounts exclusion?

Philippa Richards

The question of what “to the extent that” means was recently considered by the High Court in Zayo Group v. Ainger. In that case, the seller was liable under a sale purchase agreement for a warranty claim except “to the extent that” a provision (for a target company liability) was made in the accounts. Did Read More

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Retro scooters: a licence to ride?

Adrian Dykes

In Scomadi v RA Engineering, the High Court construed a poorly drafted agreement against a licensor, meaning that the licensee could continue to manufacture the licensor’s retro scooter, even after the original agreement was terminated. Scomadi entered an agreement with Hanwei for the design and manufacture of a retro scooter. The agreement provided that Scomadi Read More

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Ejusdem generis – let’s get down to the specifics

Sherin Bhasker

Was the sale of properties for social housing, the transfer of land for “other social/community purposes”? Applying the ejusdem generis rule in Burrows Investments v Ward Homes, the Court of Appeal held that it was not. Burrows, a property investment company, entered into a contract for the sale of land with Ward, a developer. Ward’s right Read More

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Strict contractual liability

Jason Rix

In the extraordinary facts of ARB v IVF Hammersmith, E had been born following a forged consent form given by ARB’s ex-partner to an IVF clinic. ARB established that the clinic had acted in breach of contract. However, public policy precluded his claim for the cost of bringing E up. ARB claimed the clinic had breached: Read More

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Uncertain but not unenforceable

Emily Davies

In Royal Devon and Exeter NHS Foundation Trust v ATOS IT Services, the court found that (i) an ambiguous limitation of liability clause was enforceable and (ii) damages for wasted expenditure were distinguishable from damages for loss of profits. The Trust engaged ATOS to provide information management services. Unhappy with the performance of the system, Read More

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Allocating risk: detailed specification vs. fitness for purpose

Jason Rix

The Supreme Court has held a constructor liable for the failure to ensure a life of 20 years for the foundations of offshore wind farms it designed and installed despite the fact that the foundations were required to meet an industry standard that contained an error that caused the failure: MT Hojgaard v EON. The Read More

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The suspense is killing us – will the recitals show they’re out of time?

Alexandra Pedder

In Russell v Stone the court considered the interpretation of standstill agreements and found that they operated to suspend, rather than extend, time for the purposes of limitation. The Russells engaged Stone to manage a construction project. The project was beset by difficulties, for which the Russells blamed Stone. The parties entered into three standstill Read More

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Restitution of enrichment by mistake – AstraZeneca recovers $2 million for candidate drugs mistakenly interpreted to be ‘Collaboration Compounds’

Robyn Trigg

In Astex Therapeutics v AstraZeneca, AstraZeneca were able to recover $2 million by way of restitution of enrichment for two milestone payments made to Astex by mistake under a collaboration agreement. Astex and AstraZeneca entered into an agreement to develop a BACE inhibitor for treatment of Alzheimer’s disease.  After expiry of the collaboration term, the Read More

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Contractual interpretation – setting an example

Alexandra Pedder

The Court of Appeal has applied the tests in Rainy Sky (business common sense) and Arnold v Britton (natural meaning of the words) to interpret a construction contract. On the facts, figures for minimum acceptable performance levels described as “examples” were found to be binding (Sutton v Rydon). Although the court did not refer to the most Read More

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