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.

Devil’s in the detail: is your notice of breach good enough?

Megan Betts

In Teoco  v Aircom, the Court of Appeal found that letters sent by the purchaser, Teoco, to the sellers, Aircom, under a share purchase agreement did not constitute valid notice of intention to bring a claim for breach of warranty and accordingly the claim had been correctly struck out. The relevant provision specified that the Read More

Civil unrest, frustrated performances and a thrilling decision – you just cannot beat it

Sherin Bhasker

In The Flying Music Company v Theatre Entertainment, the High Court considered whether a contract to put on “Thriller Live” in Greece had been frustrated by civil unrest. It also covered whether a personal guarantee was supported by consideration and/or voidable for duress. A counterclaim for unjust enrichment and quantum issues were also considered. In Read More

Powder-tools for construction and termination

Alex Woolgar

The Court of Appeal decision in Kason Kek-Gardner Limited (KKG) v Process Components Limited (PCL) covers, first, what extrinsic evidence is relevant to construction and, second, what limitations can be implied into a confidentiality undertaking? PCL bought assets (including intellectual property) relating to certain businesses of Kemutec Powder Technologies, as Kemutec entered administration. Ten days Read More

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

Implying an obligation to indemnify: the Jersey law perspective

William Palmer

In First Names v IFG, the English High Court determined that, under Jersey law, a company’s implied obligation to indemnify an employee will arise where it is considered necessary to ensure the employee’s employment contract is not futile, inefficacious or absurd. First Names was incorporated in Jersey and provided corporate and trust-management services. As part Read More

A (conditional) free for all?

Lucy Judge

Budana v Leeds Hospital is about Conditional Fee Agreements and how they may be transferred. Ms Budana’s original solicitors, Baker Rees, represented her in a personal injury claim under a CFA with a 100% success fee, entered into under the pre-Jackson reform regime. Baker Rees purported to assign its book of personal injury claims, and CFAs, Read More

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

Contractual right or discretion? How to tell the difference and why it matters.

Jason Rix

Richard Hooley gave Allen & Overy a talk about “contractual discretions” versus contractual rights. It is a topic we have covered a number of times on this blog and, one which still the courts are grappling with. Richard covered a lot of ground; below I highlight a few practical points he drew out. Contractual discretion has Read More

No chinks in the chain of causation: liability for continuing loss and third party acts

Samantha Holland

Questions of causation are tricky for lawyers and highly fact dependent. This case is an example of how it can be difficult to change a tribunal’s finding on causation: St Shipping v Space Shipping. A charterer hired a vessel and sub-hired it on to a third party that intended, unlawfully, to export crude oil from Read More

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