SELECT 2025 wrap up 17.03.2025 - Flipbook - Page 11
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Key updates in English contract law:
practical implications for your contracts
Partner Annabel Maltby (International Arbitration), Partner Alex Sciannaca (Litigation), Counsel Oliver Wilson
(Commercial) and Senior Associate Georgina Denton (Litigation) explained findings from recent English
contract law judgments and how they could be used practically to improve the drafting of commercial
agreements and manage disputes, for example:
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"reasonable endeavours" provisos in force majeure clauses do not require parties to accept offers of
non-contractual performance to mitigate the effects of force majeure events;
the definition of materiality in material adverse change clauses depends heavily on a transaction's
context, making it worth in such clauses considering referring to a fixed monetary threshold or a
percentage of revenue, profit or other financial metric;
a party cannot rely on the non-fulfilment of a condition precedent to a debt to avoid liability to pay that
debt where it has caused such non-fulfilment by its own breach of contract, unless there are express or
implied terms stating the contrary;
language such as "&liability is conditional upon&", "&will not be liable unless&", "if&then" and
"provided that&" are helpful indicators of conditions precedent;
careful drafting is needed to make clear the periods against which an aggregate cap is calculated; and
clauses excluding the recovery of "lost profits" would usually exclude "anticipated savings" (although
ideally this should be separately excluded to avoid argument) but not "wasted expenditure".
Access the session recording here.
Key contacts
Alex Sciannaca
Partner
alex.sciannaca@hoganlovells.com
Annabel Maltby
Partner
annabel.maltby@hoganlovells.com
Oliver Wilson
Counsel
oliver.wilson@hoganlovells.com
Georgina Denton
Senior Associate
georgina.denton@hoganlovells.com
