Contra proferentem rule 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...

Introduction Exemption clauses are contractual provisions that seek to exclude or limit liability for particular breaches, acts or omissions. They are prevalent in both commercial and consumer agreements and primarily operate to allocate risk. Nevertheless, they often trigger concerns about fairness and disparities in bargaining power, prompting extensive judicial oversight and statutory control. The main frameworks that regulate exemption clauses are: common law controls: incorporation, construction and interpretation statutory regulation: the Unfair Contract Terms Act 1977 (UCTA 1977) for business settings and the Consumer Rights Act 2015 (CRA 2015) for consumer contexts For an illustration of a standard limitation of liability provision, see Precedent: Limitation of liability clause. Underlying policy tension: freedom of contract vs protection from unfair or hidden terms. At the core of this area lies a fundamental tension between the freedom of parties to contract on terms of their choosing and the need to shield parties from terms that are unfair or unexpected. English contract law has traditionally...