Can a condition precedent be deemed satisfied by a defendant’s breach? In King Crude Carriers SA and others v Ridgebury November LLC and others [2025] UKSC 39 the Supreme Court overturned a decision by the Court of Appeal and held that the principle established by Lord Watson in Mackay v Dick (1881) 6 App. Cas. 251, [1881] 3 WLUK 23, a [...]
Identity verification for Company Directors, PSCs, and LLP Members Economic Crime and Corporate Transparency Act 2023 The Economic Crime and Corporate Transparency Act 2023 was enacted to combat economic crime and enhance the transparency of UK Company ownership – all with a view to supporting economic growth and making the UK an attractive place to do business. The Act has [...]
Exit plans, good faith, and statutory duties Lessons from Saxon Woods v Costa This case explores the intersection of contractual duties of good faith in shareholder agreements and directors’ statutory duties, highlighting the risks for directors of not being completely transparent with the board or relying solely on personal belief when making management decisions. It serves as a cautionary tale [...]
Putting the “Contract” in the Contracts (Rights of Third Parties) Act 1999 In Campeau v Gottex Real Asset Fund 1 (OE) Waste SARL [2025] EWHC 2322 (Comm) (12 September 2025) the share purchase agreement expressly entitled the claimant to benefit from certain provisions for the purposes of the Contracts (Rights of Third Parties) Act 1999. In this case, the claimant [...]
Is repudiatory remediable? Recently, the Court of Appeal in Kulkarni v Gwent Holdings Ltd & Anor [2025] EWCA Civ 1206 (26 September 2025) held that a repudiatory breach is not automatically incapable of remedy for the purposes of a contract. This case involved a shareholders’ agreement between two shareholders. Within the shareholders’ agreement there was a clause stating that a [...]
Can a warranty be better than an indemnity? In Learning Curve (NE) Group Ltd v Lewis [2025] EWHC 1889 (Comm) the High Court found that a buyer's right to bring a claim under an indemnity did not preclude a claim for breach of warranty. In this case, the buyer had received payment under an indemnity but also brought a separate claim [...]
Shareholder Rule Implications Further to my colleague Luke Hackett’s post reporting that “The Shareholder Rule, a doctrine which had precluded companies from asserting Legal Professional Privilege against their shareholders, is no more” it is important to consider the implications that the Privy Council’s decision has on directors and shareholders alike given this principle, rightly or wrongly, has stood in English [...]
Have faith! A High Court ruling on Directors' Authority In Jusan Technologies Ltd v Uconinvest [2025] EWHC 704 (Ch) (24 March 2025), the High Court found that, although the directors acted beyond the scope of their authority and in breach of the company’s articles of association, the claimant could not rely on this as the transaction fell within s.40 of [...]
AI in Corporate Law: Efficiency or Overhead? The Emerging Role of Technology in Negotiations and Document Drafting The corporate legal landscape in the UK is undergoing a transformation, driven by the rise of AI platforms designed to streamline everything from document drafting to corporate approvals. With more in-house teams and law firms embracing this new technology, AI is fast becoming [...]
Are all warranties created the same? In Eurocopy plc v Teesdale [1992] BCLC 1067, the Court of Appeal suggested that actual knowledge, derived from sources outside of a disclosure letter, could undermine a claim for breach of warranty in a share purchase agreement despite any express provision to the contrary. Consequently, it is considered best practice for a share purchase [...]
