Insights
Practice notes and case commentary from the partnership. Written for in-house counsel, boards, and fellow practitioners — not as marketing copy dressed as law.
Interpreting commercial contracts after Wood v Capita
The unitary approach in Wood v Capita Insurance Services Ltd remains the working orthodoxy. Here is how we apply it when the clause on the page and the commercial context pull apart.
Material adverse change clauses: drafting after the last crisis
MAC clauses are still rarely triggered successfully. That is not a reason to draft them carelessly. It is a reason to draft them as if the other side will one day read them to a judge.
Exclusion clauses that hold: drafting under UCTA and the CRA
A limitation clause that looks tough in a mark-up can collapse in court. English law still allows parties to allocate risk — provided the clause is clear, reasonable where required, and built as a system rather than a single sentence.
SPA notice provisions: when a warranty claim dies on the clock
More warranty claims fail on notice than on the merits. English authority is unforgiving of buyers who treat notification as a formality.
Joint ventures that survive disagreement
A joint venture without a workable deadlock and exit regime is not a partnership of equals. It is a lawsuit with a shared bank account.
Acceptance, liability, and the software that never quite finishes
Software disputes almost always begin as acceptance disputes. If the criteria cannot be measured, the contract cannot be performed — only argued.