Contra proferentem meaning

In this issue: Sustainable finance and ESG weekly round-up Lending On-demand bonds Aviation finance Sustainable finance Debt capital markets Regulation for banking lawyers Technology in banking and finance transactions Sanctions Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG weekly round-up For this week’s highlights on Sustainable finance and ESG, consult Sustainable finance and ESG weekly round-up—7 November 2024. Lending Murfet and another v Property Lending LLP and another company [2024] EWHC 2787 (Ch) Clause 7.2 of the Facility Letter provided that sums advanced were “repayable on demand”, empowering the lenders to require repayment of the entire borrowing at any moment without having to justify the demand. The contra proferentem rule was irrelevant because there was no uncertainty in Clause 7.2 warranting construction against the lenders as the drafting party. The Unfair Contract Terms Act 1977 did not bite, since Clause 7.2 formed...

This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. This Practice Note offers guidance on the common law and statutory controls that govern exclusion and limitation of liability clauses (also described as limitation of liability clauses, limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses), including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). It identifies which provisions amount to exemption clauses and sets out three central matters to address when drafting them or assessing them in a dispute: incorporation construction statutory controls It also outlines the courts’ treatment of attempts to exclude or restrict liability for certain breaches (eg fundamental breach) and for different heads of loss (eg direct loss, indirect and consequential loss, loss of profits, loss of use and loss of data). It notes common techniques parties use to allocate or restrict risk (eg financial caps, time bars, excluding rights of set-off) and addresses...

rules on interpreting contracts (agreements) This Practice Note outlines the rules for construing contracts and their terms, reviewing leading cases—Rainy Sky v Kookmin, Arnold v Britton, and Wood v Capita—together with the principal canons of construction. It should be read alongside the Practice Notes: Contract interpretation—the guiding principles; and How to approach a contractual interpretation dispute—a practical guide. Lord Hoffmann’s five principles in ICS v West Bromwich Building Society (see Practice Note: Contract interpretation—the guiding principles) provide the central approach to interpretation, which is then supported by general rules or guidelines (often called canons of construction) used to help determine the meaning of a written agreement. This Practice Note examines the most significant of these, namely: the whole document is relevant commercial sense (business common sense) and avoiding an unreasonable outcome cutting down rights and remedies saving the document consistency of terms mistakes in the contract the contra proferentem principle the ejusdem generis principle adjectives and determinators...

This Practice Note This Practice Note sets out how post-termination restrictions (restrictive covenants) should be construed. It addresses timing, the need for exactness and clarity, giving words their ordinary, natural sense, the weight of context and the parties’ intentions (a purposive reading), and the contra proferentem principle. It also considers when the corporate veil might be lifted, whether a clause will be re-written, and severance. The construction of post-termination restrictions follows the general rules used for any contractual term. The baseline is that a restraint of trade is usually unlawful, and such a restriction will only be reasonable, and lawful, if it goes no further than is strictly required to protect an employer’s legitimate business interests (see Practice Notes: Restraint of trade in employment and Legitimate business interest). Accordingly, restrictions should be tailored to the employer’s particular business and the employee’s duties, and expressed in the clearest terms. Two further general observations apply: so far as possible, a common-sense approach should be...