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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

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

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

Settlement deed could not be revoked once signed even if other party had not signed it yet – Silver Queen Maritime v Persia Petroleum Services, High Court

9 December 2010 | Mark Weston

The High Court has given a ruling about a deed coming into effect even when the first party to sign it had wanted to revoke its signature before the second party signed. This case involved the settlement...

Tags on this discussion: agreement agreements commercial commercial agreement commercial agreements commercial contracts commercial law companies act companies act 2008 company condition conditional contract contract contracts deed delivered delivery escrow execute express High Court intention ommercial contract reasonable reasonableness revocable revocation settlement unreasonable

Rooney scores win by kicking image rights agreement into touch – Proactive Sports Management v Rooney and Stoneygate, High Court

23 July 2010 | Mark Weston

Wayne Rooney had assigned his image rights to S, to act on his behalf with negotiating sponsorship deals. P agreed with S whereby P would act on behalf of S for exploiting some those rights. The agreement...

Tags on this discussion: agreement brand branding brands breach of contract commercial commercial agreement Commercial contract commercial contracts commission contract contract law contracts dispute High Court image rights reasonable reasonableness restraint of trade unenforceable unreasonable void

Latest news and views tagged unreasonable

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

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

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

Settlement deed could not be revoked once signed even if other party had not signed it yet – Silver Queen Maritime v Persia Petroleum Services, High Court

Rooney scores win by kicking image rights agreement into touch – Proactive Sports Management v Rooney and Stoneygate, High Court

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