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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.
30 March 2020 Jason Rix
In the light of COVID-19, below is a road map to help you when assessing whether or not a force majeure clause has been triggered in an English law agreement. But first, an apology: you are probably overwhelmed with lists like this. I originally put it together on Friday 13 March (a lifetime ago) with › Read More
09 March 2020 Pierre-Baptiste Chipault
In Russell v Cartwright, the High Court held that there was no implied obligation of good faith in a joint venture agreement since the traditional tests for implication of contractual terms were not satisfied. Nor were there fiduciary obligations, as the contractual relationship was not fiduciary in nature. Three years after a joint venture for › Read More
02 March 2020 Emma Warren
In Donovan v Grainmarket, the High Court held that a joint venture party, to an agreement contained in heads of terms, was entitled to his performance fee, even though he had arguably abandoned the venture. In 2012, the parties entered a joint venture to acquire commercial properties and redevelop them for residential use. The parties › Read More
12 February 2020 Godwin Tan
In Filatona v Navigator, the Court of Appeal held that a disclosed principal was entitled to bring a claim under a contract signed on their behalf between their agent and a third party. While the “terms and surrounding circumstances of the contract” may exclude a principal from the contract, the threshold to meet is exceptionally › Read More
05 February 2020 Jason Rix
A couple of recent cases have looked at the vexed questions of contractual discretion and good faith. In both, the arguments have been unsuccessful (thankfully, given the facts). But the appetite for raising these arguments does not seem to have abated. In Morley v RBS, a property developer defaulted on a loan and claimed damages › Read More
28 January 2020 Helen Biggin
In Kabab-ji v Kout Food, the Court of Appeal considered the “estoppel test” from the Supreme Court’s decision in MWB v Rock: a party can be estopped from relying on a no oral modification clause if their words or conduct unequivocally represented that the modification was valid. Kabab-ji argued, unsuccessfully, that provisions of good faith › Read More
23 January 2020 Natalie Kaminski
In proceedings over disputed commission payments, the High Court found no implied obligation of good faith in a contract between an independent financial advisor, Mr Wales, and his client, CBRE the property management business: Wales v CBRE. The contract related to Wales’ advisory services about a group pension scheme, under which CBRE’s employees obtained pensions › Read More
20 January 2020 Jason Rix
In Athena v Superdrug, the court held that a two-email exchange—culminating with “Please go ahead with the below…”—amounted to a binding contract. In the exchange, Athena asked Superdrug to confirm that a stated minimum number of orders was being placed. Superdrug responded saying “Please go ahead with the below…” Superdrug, argued there was no contract › Read More
23 December 2019 Rhona Egerton
In Blackstar v Cheyne Capital, the Court of Appeal held that restructuring an investment meant it was no longer subject to the original arrangement so the right to a fee was extinguished. Starting with a memorandum of understanding, the parties had entered into various agreements between 2006 and 2009 that set out the terms on › Read More
18 November 2019 Jason Rix
Nevermind the John Lewis ad, the Christmas event for the true contract law geek is the supplement to The Interpretation of Contracts by Sir Kim Lewison. So here’s a summary of some of what made it to latest update (just out, but the cut-off date for developments is 31 July 2019): Deleted words: unsurprisingly, Lewison › Read More