OnHand Counsel's Legal Briefing 21 October 2013

In this series of legal briefings I shall update you about recent developments in corporate or commercial law, some of which will hopefully resonate with some of you some of the time. I shall explain some of the context and background law, and perhaps give some specific tips. And maybe ramble or even rant a bit.


Guarantees: are they enforceable if your co-guarantors don’t all sign? Recent case

When banks ask for guarantees, their documents tend to be pretty watertight so they are hard to escape from. But did the bank here manage to slip up?

Many bank guarantee documents do still define a group of guarantors together as ‘the Guarantor’. Will they change the way these are worded after this case?



Reading time (1-10 minutes): 3 minutes

Sophistication level (1 (idiot) – 10 (expert)): 5

Entertainment value (1 (turgid) – 10 (side-splitting)): 5



Importance of the expression ‘subject to contract’: recent case

This case involved a dispute over unpaid commission. Shortly before they were due to go to court, Sun Microsystems wrote to Mr Newbury offering to settle by paying him over £600,000 plus £180,000 for legal costs (oh to be a litigation solicitor...) within 14 days of him accepting. The letter went on to say that this settlement was to be ‘recorded in a suitably worded agreement’. Mr Newbury’s solicitors wrote to accept the same day. They also promised to send Sun a draft agreement to approve. But they never got round to agreeing all the terms of this draft agreement.

Mr Newbury’s solicitors asked the court to rule that there was already a binding contract even though a formal agreement hadn’t been signed.


Reading time (1-10 minutes): 3 minutes

Sophistication level (1 (idiot) – 10 (expert)): 4

Entertainment value (1 (turgid) – 10 (side-splitting)): 4



The importance of having well-worded exclusions and limitations of liability in your contracts: recent case

This case is a good reminder of the usefulness and effectiveness of having well-worded exclusions and limitations of liability in your contracts.

It also flags the point that it is perfectly possible and acceptable in contracts for supply of goods or services to set out time limitations on bringing claims under contracts. (Such time limitations are very common in the context of business sales, but are seen less often in other contracts.)


Reading time (1-10 minutes): 8minutes

Sophistication level (1 (idiot) – 10 (expert)): 6

Entertainment value (1 (turgid) – 10 (side-splitting)): 4




All the best,

Andrew James




This newsletter is provided free of charge for information purposes only. It does not constitute legal advice (even if it looks like it does) and should not be relied on as such. No responsibility for the accuracy and/or correctness (I’m not sure what the difference is but that’s what my precedent says) of the information and commentary set out here, or for any consequences of relying on it, is assumed or accepted by OnHand Counsel Limited or by any solicitor, employee or agent of OnHand Counsel Limited, ie particularly me. You have not paid me to provide it to you and I do not owe you any duty of care whatsoever so why should I be liable to you if you go away and do something wrong relying on what I have said in it. If you want to do something and want to rely on my advice, give me some money! Thank you for reading this far.

OnHand Counsel Limited
Tel: 01727 867289
Registered in England and Wales no. 6724116 .
A recognised body regulated by The Solicitors Regulation Authority ref: 498653.