The In-House Lawyer

Interpreting commercial contracts: a plane task? Where two large businesses contract, there is an assumption that they appreciate the consequences of the contractual wording adopted. In such circumstances courts tend to give effect to the literal meaning of those terms i... Read more	High Court orders rescission of share purchase agreement for failure to communicate termination of c It is not often that a share sale of a business will be reversed so as to put the parties back to their pre-contractual position. However, when it can be shown that the buyer h... Read more
Agreement not enforceable where negotiations for connected package of contracts had broken down In the recent case of Destiny 1 Ltd v Lloyds TSB Bank plc [2011] the Court of Appeal was asked to consider whether Judge Richard Seymour QC was correct to reject a claim that a... Read more	Are parties able to rely on their own breach of contract? The courts are regularly asked to imply terms into contracts, and will do so where it can be found that such an implication would reflect the true intentions of the parties. In certain cases, the ... Read more
Do we have an agreement? An agreement will not be considered a legally binding contract unless the agreement is 'complete'. However, an agreement will not always be deemed 'incomplete' simply because it is missing certain terms. In the recent decision ... Read more	Entire agreement clause is no defence against liability for misrepresentation The frequency with which entire agreement clauses have come before the courts for consideration demonstrates why it is so important that such clauses are carefully drafted to effectively protect the party seeking to rely on ... Read more
A clearer picture of entitlement to damages flowing from repudiatory breach? In IHL174 Charlotte Bunn commented that the concept of repudiatory breach of contract, and its effects, are commonly misunderstood (p8). The recent Court of Appeal decision in Acre 1127 Ltd (In Liquidation) v De Montfort ... Read more	Make no mistake: High Court refuses to rectify erroneous contract Where a contract is formed on the basis of a mistake as to the law or certain facts, the contract can potentially be deemed void from its inception. In certain circumstances, however, the court has ... Read more
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