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Court interprets that pharma company sellers had been reasonable in refusing to consent to provision stopping sale of product that gave them an earn-out – Porton Capital Technology Funds v 3M UK, High Court

14 November 2011 | Paul Gershlick

3M UK had purchased the shares of Acolyte under a share purchase agreement, where the majority shareholder had previously been Porton. Acolyte’s product was BacLite MRSA, a test process and technology...

Tags on this discussion: consent High Court pharma pharma products pharmaceutical pharmaceutical business pharmaceutical company pharmaceutical industry pharmaceutical market pharmaceutical products pharmaceutical sector prior consent reasonable reasonableness reasonably refusal refuse unreasonable unreasonably withheld

Sony requires PlayStation Network users to sign up to terms and conditions that waive their collective rights of redress

27 September 2011 | Mark Weston

Sony has required its PlayStation Network users to sign up to new terms and conditions that would amount to their waiver of the right to take part in collective legal action, or so-called “class action...

Tags on this discussion: B2C business-to-consumer class action consumer consumer contract consumer contracts consumer law consumer laws consumers data data breach data breaches data controller data loss data protection data protection act Data Protection Act 1998 data protection directive data protection laws data subject data theft database database right infringement databases DPA fair fairness Internet Internet use Internet user law suit lawsuit legal action liability limited liability misuse of data On-line Online online content personal data reasonable sensitive personal data site terms standard terms standard terms and conditions standard trading terms term terms Terms & conditions terms of use Ts & Cs Ts and Cs UCTA unenforceable unfair unfair contract terms unfair contract terms act Unfair Contract Terms Act 1977 unfair terms Unfair Terms Directive Unfair Terms in Consumer Contracts Directive Unfair Terms in Consumer Contracts Regulation 1999 Unfair Terms in Consumer Contracts Regulations UTCCR void web web content web database web site web site content web sites Website website content websites

Bespoke one year limitation period approved by Technology and Construction Court – Inframatrix Investments v Dean Construction, Technology and Construction Court

20 August 2011 | Mark Weston

A recent ruling of the Technology and Construction Court (TCC) has provided a useful reminder of the reasonableness requirement for limitation clauses, and in particular limitation periods, under the Unfair...

Tags on this discussion: breach of contract commercial agreement Commercial contract commercial contracts contract contract law contracts exclusion exclusion clause limitation limitation clause limitation period limitation periods reasonable reasonableness TCC Technology and Construction Court Unfair Contract Terms Act 1977

‘All Reasonable Endeavours’ obligation not limited by commercial interests – Jet2.com Ltd v Blackpool Airport Ltd, High Court

7 July 2011 | Mark Weston

Parties often try to qualify their obligations under a contract by using ‘endeavours’ clauses, by which a party will need to use anything between ‘reasonable endeavours’ at the lower end of the...

Tags on this discussion: absolute obligation aeroplane agreement air travel airplane airport all reasonable all reasonable endeavours breach of agreement breach of contract commercial agreement Commercial contract commercial contracts contract contract law contracts endeavours est endeavours High Court illegal Jet2 Jet2.com obligation plane reasonable reasonable endeavours travel unlawful

Restraint of trade clause not to set up in business within five miles for 12 months was unreasonable and therefore unenforceable – Tim Russ v Simon Robertson, High Court

12 April 2011 | Paul Gershlick

TR was an estate agency firm. It required its staff to enter into restrictive covenants that lasted for 12 months following termination of the contract. They included an obligation not to solicit TR’s...

Tags on this discussion: agreement agreements anti-competition anti-competitive breach breach of contract commercial commercial agreement commercial agreements Commercial contract commercial contracts commercial law contract contracts employ employee Employees employer Employers Employment High Court injunction non-solicitation reasonable reasonableness restrictive covenant Restrictive Covenants unenforceable unreasonable

Google Books project dealt blow as New York court says it’s not “fair, adequate and reasonable”

1 April 2011 | Paul Gershlick

Google’s plans to scan in the world’s books and make them digitally available has been dealt a blow by a New York court. After the Google Books project was set back in 2005 by certain authors and publishers...

Tags on this discussion: adequate copyright copyright infringement digital digital rights e-books fair Intellectual property intellectual property rights Internet Internet use Internet user IP IP infringement Online online content reasonable reasonableness

Sale of Goods Act and implied terms did not apply to software supply contract – Southwark LBC v IBM, High Court

31 March 2011 | Paul Gershlick

The parties contracted for IBM to provide its own software, third party software (Orchard’s) which Southwark LBC had asked IBM to provide, and associated services. The framework agreement part of the...

Tags on this discussion: commercial agreement commercial agreements Commercial contract commercial contracts condition conditions express express term fit for purpose fitness for purpose High Court implied implied terms IT IT agreement IT contract IT services IT system licence terms ownership reasonable reasonableness sale of goods sale of goods act satisfactory quality SGA Software software agreement software licence software supplier software suppliers software supply software supply agreement software supply contract SOGA title UCTA unfair contract terms act Unfair Contract Terms Act 1977 unreasonable Warranties warranty

Court of Appeal rules that entire agreement clause did not exclude liability for misrepresentation and exclusion of set-off was unenforceable – AXA v Campbell Martin, Court of Appeal

21 March 2011 | Mark Weston Comments Off

AXA appointed agents on its standard form contract to sell its financial products. The contract gave AXA rights to claw back commission if customers cancelled. AXA sought to enforce those provisions. The...

Tags on this discussion: agency agency agreement agency agreements agency contract agency contracts agreement agreements B2B business-to-business collateral warranty commercial agreement commercial agreements Commercial contract commercial contracts contract contracts Court of Appeal entire agreement entire agreement clause exclusion exclusion of liability fair fairness fraudulent misrepresentation High Court implied implied term interpret interpretation interpretation of contract misrepresentation negligent misrepresentation promise reasonable reasonableness set-off terms UCTA undertaking unenforceable unfair unfair contract terms unfair contract terms act Unfair Contract Terms Act 1977 unreasonable

Court refuses to sever offending wording in restrictive covenant clause if it affected another clause – Francotyp-Postalia v Whitehead, High Court

13 March 2011 | Paul Gershlick

The franchisor and franchisee had restrictive covenants on the franchisee after termination. In order to be enforceable, restrictive covenants have to be reasonable as to duration, area and content. If...

Tags on this discussion: agreement agreements area blue pencil test breach breach of contract commercial commercial agreement commercial agreements Commercial contract commercial contracts commercial law contract contracts duration franchise agreement franchisee Franchising franchisor High Court non-compete non-solicitation reasonable reasonableness restrictive covenant Restrictive Covenants severability term termination unenforceable unreasonable

Industry standard? Must be reasonable then – Röhlig (UK) Ltd v Rock Unique Ltd, Court of Appeal

28 January 2011 | Simon Weinberg | 1 comment

The Court of Appeal has ruled that clauses in the standard trading terms of a particular trade industry body were reasonable under the Unfair Contract Terms Act 1977 (UCTA). The ruling upholds the decision...

Tags on this discussion: breach breach of contract commercial commercial agreement commercial agreements Commercial contract commercial contracts commercial law contract contract law contracts court Court of Appeal exclusion exclusion of liability High Court illegal liability limitation limitation on liability limitation period limitation periods reasonable reasonableness set-off standard terms standard terms and conditions standard trading terms summary judgment Terms & conditions UCTA unauthorised unfair contract terms unfair contract terms act Unfair Contract Terms Act 1977 unlawful unreasonable

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Latest news and views tagged reasonable

Court interprets that pharma company sellers had been reasonable in refusing to consent to provision stopping sale of product that gave them an earn-out – Porton Capital Technology Funds v 3M UK, High Court

Sony requires PlayStation Network users to sign up to terms and conditions that waive their collective rights of redress

Bespoke one year limitation period approved by Technology and Construction Court – Inframatrix Investments v Dean Construction, Technology and Construction Court

‘All Reasonable Endeavours’ obligation not limited by commercial interests – Jet2.com Ltd v Blackpool Airport Ltd, High Court

Restraint of trade clause not to set up in business within five miles for 12 months was unreasonable and therefore unenforceable – Tim Russ v Simon Robertson, High Court

Google Books project dealt blow as New York court says it’s not “fair, adequate and reasonable”

Sale of Goods Act and implied terms did not apply to software supply contract – Southwark LBC v IBM, High Court

Court of Appeal rules that entire agreement clause did not exclude liability for misrepresentation and exclusion of set-off was unenforceable – AXA v Campbell Martin, Court of Appeal

Court refuses to sever offending wording in restrictive covenant clause if it affected another clause – Francotyp-Postalia v Whitehead, High Court

Industry standard? Must be reasonable then – Röhlig (UK) Ltd v Rock Unique Ltd, Court of Appeal

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