Refund Please! High Court Awards full Purchase Price as Damages for Breach of Warranty

15 July 2019

The High Court has held that a purchaser was entitled to recover the entirety of the purchase price and retain the purchased shares for a breach of warranty relating to the accuracy of the target company’s accounts, which rendered the target worthless at the time of purchase.

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Rectifying a done deal

15 July 2019

What happens if you find out that the agreement you entered into was not what you had in mind? In the recent case of Persimmon Homes Ltd v Hillier and Creed, the Court of Appeal upheld a decision of the High Court ordering the rectification of a share purchase agreement and disclosure letter to reflect the parties’ common continuing intention.

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Under Duress – Avoiding a Contract

14 June 2019

“Sign the agreement or else those pictures of you and the Duchess might end up in the hands of the Daily Mail…”. The English courts have never been fond of blackmail and it is now well-established that a contract may be avoided on the grounds of duress, where one party exerts illegitimate pressure on another such that the other party has no practical alternative but to accede to their demands and enter into a contract.

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Frustrated by Brexit?

18 March 2019

Whatever your views on Brexit and whether the UK should leave or remain and on what terms, Brexit seems a source of frustration for many people.  The question that the court had to decide was: can a contract be frustrated because of Brexit? 

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It is not just named parties that can sue under a contract…

18 March 2019

In Filatona Trading Ltd and another v Navigator Equities Ltd and others the Court held that an LCIA arbitral tribunal did not exceed the scope of its powers in ordering relief that was not available to an English court.

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Mind Your Words: Entire Agreement Clause fails to act as bar to misrepresentation claim

6 December 2018

On appeal to the High Court has held that an entire agreement clause that did not expressly exclude liability for misrepresentation was not effective in excluding misrepresentation claims.

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A strict interpretation

23 October 2018

The Bou Simon v BGC Brokers LP case proves a salient reminder of the strict approach the court will take when deciding whether to imply a term into a contract.

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Little faith to be had in implied terms of good faith

3 October 2018

In a decision which will be welcomed by lenders, the High Court held in Standish & Ors v The Royal Bank of Scotland plc & Sig Number 2 Ltd (formerly West Register Number 2 Ltd) (RBS and West Register) that there was no general equitable duty for mortgagors to act in good faith.

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Exclusion clauses, reasonableness and freedom of contract

27 July 2018

Following a fire at its premises, Goodlife Foods Limited (Goodlife) commenced proceedings against Hall Fire Protection Limited (Hall Fire) for breach of contract and/or negligence in the supply and installation of a fire suppression system. In its defence Hall Fire sought to rely on an exclusion of liability clause contained within its standard terms and […]

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Observe the formalities: the Supreme Court upholds anti-oral variation clauses

15 June 2018

In a judgment with potentially wide-reaching commercial ramifications, the Supreme Court in Rock Advertising Limited (Respondent) v MWB Business Exchange Centres Limited (Appellant) [2018] UKSC 24, has overturned the Court of Appeal’s decision by holding that a ‘No Oral Modification’ (NOM) clause was legally effective. In 2011, Rock Advertising Ltd (Rock Advertising) entered into a […]

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