Exclusion clauses: top drafting tips and recent developments

The parties to a commercial agreement often try to manage their risk by inserting clauses into the contract stating that one or both of the parties’ liability — for example, where there is a breach of contract — is limited or restricted in certain ways. For example, a supplier of services will often limit its liability to the value of those services. Similarly, a party selling goods to another party may include a clause excluding the seller’s liability for loss of profit, or for indirect/consequential loss.

Despite the obvious benefits of including clauses restricting the extent of a party’s liability under a contract, a recent Court of Appeal case has highlighted the pitfalls when trying to rely on such clauses. On 7 February, the Court of Appeal found in Kudos Catering (UK) Limited v Manchester Central Convention Complex Limited [2013] EWCA Civ 38, that on the facts and the particular wording of the contract, a clause which excluded a party’s liability for loss of profits did not apply where that party had failed to perform the contract…

If you are registered and logged in to the site, click on the link below to read the rest of the Shoosmiths briefing. If not, please register or sign in with your details below.

Briefings from Shoosmiths

View more briefings from Shoosmiths

Analysis from The Lawyer

  • Hester: declined bonus worth almost £1m

    Pay checks

    Compliance and corporate governance codes for large financial institutions will undoubtedly include provisions to regulate high pay in the future

  • high street 150

    Focus: Alternative business structures - Law and new order

    There’s more to the ABS model than attracting the man in the street and procuring external investment. Partners at the big corporate firms, take note…

Overview

2 Colmore Square
38 Colmore Circus Queensway
Birmingham
B4 6BJ
UK
http://www.shoosmiths.co.uk

Turnover (£m): 87.00
No. of Lawyers: 373