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Drafting Stuff

Goodwill hunting

An example of loose drafting of a warranty liability exclusion clause in a share purchase agreement

A remotely interesting case

This 2020 Privy Council case was about the basis on which you work out how far you can go when working out for what kinds of losses you can claim damages when there is a breach of contract, before they have to be treated as irrecoverable because they are too remote.

Court backs clawback clause

July 2018 Where a clause in a business contract is badly worded, judges will generally try to reach a decision as to what it intended to say. They would prefer to do this than to rule that the clause is meaningless and should be ignored completely. After all, presumably the parties to the contract meant it to mean something, otherwise they wouldn’t have put the clause in...

Meaning of ‘good faith’

28/6/18 Whilst it might make things a bit less commercially certain, my personal preference would be to insert a general duty of good faith into any contract. You can then rely on the English courts’ sense of fair play as to what this means. As with anything else, the case law on this (ie the law set out by a succession of cases in courts over time) will keep developing. The most important case law is set out by the Supreme Court and below that the Court of Appeal, because precedents they set have to be followed by lower courts. Cases at the Commercial Court are less important, but still help to set the tone...

What has good faith to do with a legal business contract?

28/6/18 English law has traditionally favoured the ability of businesspeople to negotiate whatever contracts they want in pursuance of their commercial interests, even if they manage to get the wording of the contract done in such a way as allows them to shaft the other guy. The argument is that it is better to have a contract which gives commercial certainty even if it might be unfair or has loopholes which can be abused...

The importance of checking your contracts

12/6/18 3 related articles here...Whilst it’s nice to be able to put a written business contract away in a drawer once it’s been negotiated and signed, a few recent cases highlight the importance of making sure you carefully read and follow any procedures they may provide for.