Limitation of Liability meaning

Administrator appointed by the court Where the court appoints an administrator under paragraph 11 of Schedule B1 to the Insolvency Act 1986 (IA 1986), following an application by the company, its directors and/or one or more creditors, the title deeds should include certified copies of: the administration order; and any further order(s) under IA 1986, Sch B1, paras 91–95 appointing a new administrator after the death, resignation or removal from office of the original or any later administrator Administrator appointed by holder(s) of qualifying charge, the company or its directors Where the administrator is appointed by the holder(s) of a qualifying floating charge (IA 1986, Sch B1, para 14) or by the company or its directors (IA 1986, Sch B1, para 22), the title deeds should include certified copies of: the notice of appointment: in a form complying with IA 1986, Sch B1, para 14 and the Insolvency (England and Wales) Rules...

When taking a lease or a transfer from an administrative receiver, the title deeds should include the original debenture, or a certified copy, under which the receiver was appointed a certificate from the chargee (or their conveyancer) confirming the power of appointment under the debenture has arisen the original deed appointing the receiver, or a certified copy a certified copy of the receiver’s notice accepting the appointment (the original is retained by the chargee) HM Land Registry will need all of the above to register the lease or transfer. Although the debenture is usually noted against the property title, HM Land Registry will also verify that it: has been registered at Companies House has been duly executed contains provisions permitting the receiver’s appointment and the proposed disposition Checking the appointment An administrative receiver cannot be appointed under a debenture or charge dated after 15 September 2003, unless the security falls within one...

Introduction This checklist sits alongside the more detailed Practice Note: Negotiation guide—services agreements. It serves as a quick-look aide and concentrates on the principal, generic points that commonly surface across most forms of services agreement. It leaves out certain specialist matters addressed in Practice Note: Negotiation guide—services agreements that tend to arise only in particular categories of services arrangements or those of greater complexity (eg acceptance testing, audit rights, TUPE, step-in rights, benchmarking and exit assistance). It sets out the customer’s and the supplier’s optimal stances for each topic, then offers a proposed middle-ground position (which is not intended to be comprehensive). For deeper analysis and explanation of each point, refer to Practice Note: Negotiation guide—services agreements. For balanced precedent contracts, which implement much of what is explored here and in the negotiation guide, see Precedents: Services agreement—one-off supply—balanced, Services agreement (ongoing supply)—balanced and Framework services agreement—single contract with call-off orders—balanced. This checklist is relevant only to business-to-business dealings in commercial practice...

Pagden (as liquidator of Core VCT IV Plc and Core VCT V plc) and others v Fry and other cases [2025] EWHC 2316 (Ch) What are the practical implications of this case? This decision clarifies that, although liquidators’ firms and their personnel may, in certain circumstances, invoke limitation clauses in relation to distinct contractual or tortious duties (always subject to the Unfair Contract Terms Act 1977 and fact-specific questions of vicarious liability), individual liquidators cannot restrict the statutory obligations that arise under a statutory trust. Sensible practice is for liquidators and their firms to revisit engagement letters to (a) set out, with precision, the separation between liquidators’ statutory functions and any contractual or advisory services; and (b) add explicit carve-outs confirming that limitation provisions have no application to the liquidators’ statutory duties. What was the background? The claimants are three companies that issued proceedings against their former liquidators and the firm of those former office-holders (the defendants). They contend the defendants breached fiduciary, tortious and contractual...

JP Morgan International Finance Ltd v Werealize.Com Ltd; Karonis and others v JP Morgan International Finance Ltd [2025] EWHC 1842 (Comm) What are the practical implications of this case? The ruling delivers valuable guidance on cross-border enforcement of exclusion of liability clauses and on the situations in which ASI relief will be granted to shield such bargains. Key consequences for commercial practitioners include: Drafting immunity and exclusion clauses: the court held that where parties agree that none owes a duty of care, or tortious liability, they have by implication undertaken not to commence proceedings alleging such responsibility. This stands as a significant authority supporting the enforceability of wide immunity clauses. Commercial drafters should consider whether express ‘no sue’ undertakings offer greater certainty than reliance on implied terms Third party protection: the court’s reasoning showed that directors could benefit from immunity clauses via agency mechanisms (clause 33), even though they are not full parties to other elements of the agreement, illustrating how contractual structures...

Navid Doroudvash v Zurich Insurance plc (1) The Commissioner of the Police for the Metropolis (2 ) [2025] Lexis Citation 756 With an unusual procedural backdrop, the matter was listed before His Honour Judge Holmes at the County Court at Central London, on Zurich’s bid to pursue an extra claim for contribution or indemnity against the Commissioner. The hearing further considered the claimant’s distinct attempt to join the Commissioner as a second defendant after limitation had expired. This note focuses on Zurich’s application, as it seems to raise an issue not previously aired, or at any rate not addressed in a reported decision. Despite the underlying facts, the Commissioner resisted the bid on a technical point likely to surprise practitioners handling motor claims for insurers. The court reached a pragmatic outcome, hopefully laying to rest an argument that threatened to cut across the purpose and framework of the 2002 Regulations, SI 2002/3061. It arose within a motor claim setting, where a seemingly novel procedural issue was taken, and Zurich’s...

Types of special purpose vehicle and orphan trust The deployment of special purpose vehicle structures is widespread in aviation finance. They offer lenders several advantages, including tax benefits and a bankruptcy-remote platform for the financing. A special purpose vehicle (SPV), also known as a single purpose company (SPC), is a legal entity established for a limited aim; in aviation finance this is commonly to own an aircraft for a particular transaction. There are numerous forms of SPV used in aviation finance, with the principal categories being: subsidiary companies orphan trusts limited partnerships Each of these is considered below. The type of SPV selected will vary on a transaction-by-transaction basis. Subsidiary companies Subsidiary companies are typically limited liability companies incorporated in a tax-friendly jurisdiction...

Practice Note: Planning—enforcement When it appears to a local planning authority (LPA) that planning control has been breached, it may, at its discretion, take enforcement action under Part VII of the Town and Country Planning Act 1990 (TCPA 1990). For these purposes, section 171A of the TCPA 1990 defines a breach of planning control as: undertaking development without the necessary planning permission, or not complying with any condition or limitation attached to a planning permission This Practice Note explains in detail how a breach of planning control is established, when development acquires immunity from enforcement, and the factors an LPA should weigh when deciding whether to proceed with formal measures. Its focus is on the range of steps available to an LPA in response to a breach of planning control. The Practice Note does not address enforcement concerning listed buildings. For that, see Practice Note: Listed buildings enforcement and criminal liability regime in England. For context on its relevance to conservation...

There are statutory rules governing a company’s auditor liability and the extent to which it can be curtailed. Before 6 April 2008, a company was prohibited from excusing or indemnifying its auditors for any negligence, default, breach of duty, or breach of trust connected with the company that arose in carrying out the audit of the accounts. That prohibition has since changed, and such protection is now allowed, so long as it is either an indemnity covering the costs of successfully defending proceedings or a liability limitation agreement. Furthermore, additional requirements concerning an auditor’s liability and its caps may apply to a listed company, an AIM company, or a company whose securities are listed on the AQSE Main Market, AQSE Growth Market, or AQSE Trading (previously the NEX Exchange Main Board, NEX Exchange Growth Market, and NEX Exchange Secondary Market), though those matters fall outside the ambit of this Practice Note. Some or all of the statutory measures addressing auditors and liability limitation agreements may equally extend to other companies...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

This Agreement is entered into on [ date ]. Parties [ Insert name of licensor ], a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at [ insert address ] (Licensor); and [ Insert name of licensee ], a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at [ insert address ] (Licensee), Each of the Licensor and the Licensee is a party, and together the Licensor and the Licensee constitute the parties. Background The Licensee is [ insert details of the Licensee’s background/background to licence or relevant transaction. ] The Licensor has agreed to provide the Licensor Content to the Licensee and to grant the Licensee a licence to use the Licensor Content in accordance with the terms of this Agreement...

This Agreement is dated [ insert date ] Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignor) [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignee) Each of the Assignor and the Assignee is a party; together they are the parties. Background The Assignor owns the copyright and database rights in the Database. The Assignee is [ insert description of the Assignee’s background/background to assignment or relevant transaction ]. The Assignor agrees to assign all such copyright and database rights and to migrate the contents of the Database to the Assignee, and the Assignee agrees to accept that assignment and to assist and co‑operate with...

Contract law regulates the recoverable loss arising under a limitation of liability provision in a share purchase agreement where a warranty is breached. Warranties comprise contractual declarations or assurances concerning the state of the target company, its operations, assets and liabilities. Should a seller provide a warranty in a share purchase agreement that later turns out inaccurate, untrue or misleading, the buyer may pursue a breach of warranty claim and seek damages from the seller for losses thereby suffered by the buyer...

In occupational disease matters, it is common that the claimant was employed many years ago by an entity that has ceased trading, changed its name, or shifted liabilities within intricate corporate groups. Defence solicitors may challenge the identity of any proposed defendant within their defence, and resolving such questions well before the commencement of proceedings is always desirable. Accurately naming the parties to the claim from the outset is particularly important in order to avoid incurring unnecessary costs later on, for example in having to discontinue against a party and/or amend the claim form, and to prevent any potential problems in respect of limitation...