Professor Katy Barnett provides authoritative and practical guidance on the nature, extent and limitations of damages individuals and companies can claim in the event of breach of contract.

Clearly setting out what the law is, this new title is written with practitioners in mind. It will also be of real value to students and academics as it considers some of the theoretical debates surrounding this topic.

The book is divided into three parts and each chapter within those parts offers a clear structure and summary of key issues courts and parties should consider:

I. Consequences of breach of contract

II. Attribution of Responsibility:

III. Limitation and Exclusion of Liability

In addition, a number of topics of interest to practitioners are addressed:

WHAT’S NEW: This new edition has been fully updated to take account of important case law developments. See in particular:

Professor Katy Barnett provides authoritative and practical guidance on the nature, extent and limitations of damages individuals and companies can claim in the event of breach of contract.

Clearly setting out what the law is, this new title is written with practitioners in mind. It will also be of real value to students and academics as it considers some of the theoretical debates surrounding this topic.

The book is divided into three parts and each chapter within those parts offers a clear structure and summary of key issues courts and parties should consider:

I. Consequences of breach of contract

II. Attribution of Responsibility:

III. Limitation and Exclusion of Liability

In addition, a number of topics of interest to practitioners are addressed:

WHAT’S NEW: This new edition has been fully updated to take account of important case law developments. See in particular:

Professor Katy Barnett provides authoritative and practical guidance on the nature, extent and limitations of damages individuals and companies can claim in the event of breach of contract.

Clearly setting out what the law is, this new title is written with practitioners in mind. It will also be of real value to students and academics as it considers some of the theoretical debates surrounding this topic.

The book is divided into three parts and each chapter within those parts offers a clear structure and summary of key issues courts and parties should consider:

I. Consequences of breach of contract

II. Attribution of Responsibility:

III. Limitation and Exclusion of Liability

In addition, a number of topics of interest to practitioners are addressed:

WHAT’S NEW: This new edition has been fully updated to take account of important case law developments. See in particular:

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws.

First published in 1989 and now in its eighth edition, Lewison’s Interpretation of Contracts has established itself as an indispensable resource on contracts and the leading text in its field. This essential work provides authoritative guidance to constructing and interpreting contracts. It enables practitioners to navigate the key statutes and case developments in this area, informing the process of drafting or revising a contract by identifying key principles and discussing them comprehensively, yet concisely, with reference to case law. By enabling lawyers to construct arguments rooted in case law, this book helps lawyers better challenge contracts and explain their inadequacies. Features: The structure is very straightforward: a general proposition is followed by more detailed explanation with generous quotation from judgments. The scope keeps to the principles that the courts deploy in interpreting contracts, and is thus of direct, practical relevance to barristers. The style of approach is practical rather than theoretical. It is designed for the busy practitioner. The coverage includes all the cases of importance in interpreting contracts (including many that are unreported). The book goes through each component of a contract, setting out the basic proposition, followed by analysis and the most relevant judicial decisions for practitioners. It identifies the materials available to aid in the interpretation of contracts, analysing each: the contract document, related documents, drafts, previous agreements, pre-contract agreements and negotiations, and contractual terms. Gives background on the impact of law and precedent on interpretation, including the court’s approaches to standard forms such as conveyancing agreements. Lays out the golden rule as regards the meaning of words, and its operation in practice through key decisions. Assesses the dispute resolution options in the context of contract interpretation, including choice of law and scope of jurisdiction clauses. Covers the circumstances in which terms can be implied and fulfilled, including important developments following the Belize Telecom case, and the extent to which entire agreement clauses preclude the implication of terms. Looks at the rules of construction, including the consideration of a clause in the context of a whole document, the addition of special conditions to a standard form of contract and the relationship of general and special provisions. Explains the meaning and operation of patent and latent ambiguity and their effects on the contract, as well as uncertainty, mistake and inconsistencies. Explores the impact of Rainy Sky SA v Kookmin Bank and subsequent cases regarding ambiguity and ‘business common sense’. Considers the preliminary parts of a deed (everything preceding the habendum), analysing in-depth the effect of recitals. Reviews the subject matter of a contract, such as the inclusion or otherwise of a parcel of land, admissible evidence to identify the subject matter, evidence of physical features and plans. Covers exclusion clauses, including indemnity, time-bar and non-reliance clauses, and the exclusion of rights and remedies; and force majeure clauses. Considers the inclusion of certificates, consents and deeming clauses Analyses issues of time stipulation and punctuality, in contracts such as mercantile and conditional contracts. Explains conditions and conditional contracts, including the impact of Jet2 v Blackpool Airport on best endeavours obligations. Discusses in detail clauses relating to penalties, termination and forfeiture. What's New: This new edition updates the reader on key developments since the last edition was published in 2020. Close to 200 new cases considered. Small stream of cases to the Supreme Court on implied terms, the effect of conclusive certificates and the scope of liquidated damages clauses. Usual steady flow of cases in the Court of Appeal and the High Court marking a period of consolidation rather than innovation. A fully revised and reorganised Chapter 12 on Exemption Clauses to reflect the greater prominence now given to the general presumption that parties do not give up valuable rights without clear words.

Hollington on Shareholder's Rights provides guidance for readers on the statutory remedies for the protection of minority shareholders with coverage/guidance also of articles of association and shareholders' agreements; the fiduciary duties of directors; restrictions on the power of the majority under general principles of equity and the principles of partnership law (such as good faith) which have been adopted in company law. The new edition references the multitude of cases (particularly appellate) decided in the common law world and other developments since the last edition, requiring substantial rewriting of the text on many topics. Highlights are: Majority Rule- review of principles of abuse and excess of power and “fraud in equity” principles in Grand View Private Trust [2022] UKPC 47 Bargain between shareholders - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371 (contractual duty of good faith); Barton v Morris [2023] UKSC 3 (contractual interpretation, express and implied terms); Tulip Trading Ltd v Bitcoin Association for BSV [2023] EWCA Civ 83 (fiduciary relationships) Director’s duties- BTI 2014 LLC v Sequana SA [2022] UKSC 25 and Stanford International Bank Ltd. v HSBC [2022] UKSC 34 (interests of creditors); ClientEarth v Shell [2023] EWHC 1137 and 1187 (Ch) (interests of members as a whole; derivative claim); duty to act for proper purpose where purposes mixed; Burnell v Trans-Tag Ltd & Anor [2021] EWHC 1457 (Ch) (the leaving director) Derivative claims- McGaughey v Universities Superannuation Scheme Ltd [2023] EWCA Civ 873 (common law derivative claims and fraud on minority); changes to CPR 19; Boston v Szerelmey [2020] EWHC 1136 (Ch), [2020] EWHC 3042 (Ch) and [2022] EWHC 2849 (Ch) and Leslie v Ball [2023] EWHC 1771 (Ch) (costs indemnity) Unfair Prejudice Principles - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371; Financial Technology Ventures II (Q) LP v ETFS Capital Ltd [2021] JCA 176; Chu v Lau [2020] UKPC 24 (breakdown of trust and confidence; exclusion from management); Ming Siu Hung v JF Ming Inc [2021] UKPC 1 and Kwik v Yao [2022] UKPC 52 (ignoring minority; appeals; remedy); Re Coinomi Ltd [2022] EWHC 3178 (Ch) (relationship with derivative claim); FamilyMart China Holding v Ting Chuan [2023] UKPC 33 (ouster of court by arbitration agreement) Unfair Prejudice Remedies- Ming Siu Hung v JF Ming Inc [2021] UKPC 1 (share purchase order); Otello Corp ASA v Moore Frères and Co LLC [2020] EWHC 3261 (Ch), Smith v Smith [2022] EWHC 1035 (Ch), Re Cardiff City Football Club (Holdings) Ltd [2022] EWHC 2023 (Ch), Krishna Holdco Ltd v Gowrie Holdings Ltd [2023] EWHC 1538 (Ch) (discount for minority shareholding) Just and equitable winding up - Chu v Lau [2020] UKPC 24; Ming Siu Hung v JF Ming Inc [2021] UKPC 1; Duneau v Klimt Invest SA Plc [2022] EWHC 596 (Ch) (loss of substratum)

Professor Buckley’s work, Illegality and Public Policy, sets out fully and clearly the law relating to illegality, public policy and restraint of trade in the context of contracts. Offering practical examples of situations in which illegality issues may arise and outlining possible solutions, the book also explores possible reforms of the law in the UK and Commonwealth jurisdictions aimed at overcoming its perceived uncertainly and rigidity. Key Features Clarifies the particularly complex law relating to illegality and public policy in contracts and the possible consequences of such agreements. Distinguishes between ‘statutory illegality’ and illegality derived from common law. Provides full coverage and analysis of the more transparent approach recently developed by the Supreme Court in England. Considers issues arising from the relationship between criminal and civil law, including claimant recovery actions, the forfeiture rule, and the Estates of Deceased Persons Act 2011. Looks at the nature and scope of the doctrine of public policy Detailed examination of the doctrine of restraint of trade and the distinction between public and private interest. Explains the scope of the doctrine of severance. Sets out the availability of restitutionary relief in cases of contract illegality Explores UK and Commonwealth case law and reforms in these jurisdictions. Highlights potential arguments for challenging and examining contracts. Deals with the passing of property under unenforceable contracts and difficulties surrounding the transfer of limited interests. Provides hypothetical examples of illegality situations and suggests possible approaches to the resolution of disputes

Shackleton on the Law and Practice of Meetings is a leading resource on the law and practice of company, charity and public sector meetings. It provides a complete statement of the law with detailed practical guidance on how to prepare, conduct and close a meeting essential to the every-day practice of legal professionals, company secretaries, administrators and clerks, directors, local authorities and all other organisations that hold formal meetings. Features Discusses the legal implications of public and private meetings Addresses the practical issues to be aware of when organising and managing meetings Deals with specific forms of meeting such as board, committee, shareholder and public sector meetings Explains different types of resolution and how these are passed in the context of meetings Provides a guide as how to maintain good order and ensure fairness at meetings Directs the reader to the appropriate statutory requirements under the Companies Act 2006 and other relevant legislation Covers meetings of the various forms of charitable organisations Considers the principles of natural justice and public sector equality duty and their outworkings in the context of information access and attendance at real and on-line meetings accessible by the general public Provides ‘worked’ practice examples and checklists for company meetings Looks at the powers, duties and roles of directors in the context of meetings Provides guidance on the conduct of all tiers of local government meetings Explains how to access information

The subject matter of Goods in Transit is of increasing relevance as international trade and globalisation increase. The work gathers together and integrates in a unique, accessible and practical form many aspects of general commercial, shipping, contract, bailment, tort, property, agency and transport law in one place. Considers key areas of contract, bailment, tort, property, sale of goods and banking law as relevant to the movement of goods Deals with trans-national transportation rail, road, sea and air in the context of the various international transport conventions and multi-modal transport Analyses in detail the law of agency and the law of bailment in the context of carriage of goods and international trade law Examines the property elements in carriage of goods and international trade law Analyses the multifarious complex domestic and international statutory and contractual liability regimes applicable to carriers and other bailees Considers the various issues raised by outsourcing, logistics and project forwarding contracts The fifth edition covers number of key cases, including: Scipion Active Trading Fund v Vallis Group Ltd [2020] EWHC 1451 (Comm) Henshaw J Contractual and bailees estoppel Sevylor Shipping and Trading Corp v Altfadul Co for Foods, Fruits & Livestock (The Baltic Strait) [2018] EWHC 629 (Comm), [2018] 2 Lloyd's Rep 33 at [18]-[25] per Andrew Baker J: right of bill of lading holder suing on the bill of lading in contract to recover full damages Volcafe Ltd v Compania Sud Americana De Vapores SA (CSAV) [2018] UKSC 61 Bailment and the Hague and Hague-Visby Rules; the burden of proof, inherent vice and causation Alize 1954 v Allianz Elementar Versicherungs AG [2021] UKSC 51 Shipowner’s obligation to exercise due diligence to make a vessel seaworthy Dera Commercial Estate v Derya Inc [2018] EWHC 1673 (Comm) Carr J. Deviation K Line Pte Ltd v Priminds Shipping (HK) Co Ltd (The Eternal Bliss) [2021] EWCA Civ 1712 Males LJ demurrage

Estoppel by Conduct and Election, originally written by the Honourable K.R. Handley, has been comprehensively reviewed and updated in this third edition by the Honourable Patrick Keane. The book examines estoppel in the context of commercial transactions and property dealings. It examines election in relation to commercial dealings. It provides a comprehensive but accessible exposition of general principles including a discussion of the particular relationships in which these principles have been applied and developed by the courts. With the concerns of practising lawyers who advise upon and litigate issues of estoppel in mind, the general principles are stated and illustrated in their application by reference to leading decisions of the higher courts of the Commonwealth of Nations. Where steps in the judicial development remain controversial in point of authority, the controversy is identified and explicated by an in-depth examination of the leading cases. Key features: Covers the four categories of estoppel: estoppel by representation, estoppel by convention, proprietary estoppel, and promissory estoppel placing their development in their historical context. Examines the various relationships in which estoppels may often arise in practice: eg principal and agent, landlord and tenant, bailor and bailee, licensee of intellectual property and bank and customer. Examines the juridical differences between representation and promise, causation and the relevance of knowledge of rights as distinct from facts. Examines the practical operation of estoppel in commercial transactions involving companies, insurance and insolvency. Examines the intersection of estoppel and statute law. Examines quasi-estoppel and equitable defences including the issue of consent to breach of trust. Addresses practical matters of pleading and practice that arise in the course of litigating issues of estoppel, and explains how to deploy estoppel as a defence to a claim. New to this third edition: There are significant updates on proprietary estoppel relating to property dealings affecting family members, particularly as to the requirement of reasonable reliance and the appropriate measure of pecuniary relief where preclusive effect cannot be given to the estoppel. There is a significant update in relation to estoppel by convention and its relationship to the other categories of estoppel. There are significant updates in respect of the requirements for a binding election and the relationship and election. In relation to the controversial aspects of the law left open by ultimate appellate courts, the current course of development is marked by references to recent decisions of intermediate appellate courts.

Commercial Law presents a clear and detailed account of commercial law, covering the fundamental principles and how the law works in practice. The work concentrates on those topics common to the majority of undergraduate law courses such as sale of goods, consumer credit and agency. In addition, Commercial Law: Includes topical and relevant practical examples to help draw out key principles Uses introductions to parts to link the law into its wider context Contains references to further reading and web-based sources at the end of each chapter to enable further study of the subject Commercial Law is an essential textbook for those studying law at degree or graduate diploma level. Its clarity and comprehensive coverage also make it an indispensable resource.

Commercial Injunctions is regarded as the essential textbook on injunctions. It is cited in argument and judgments throughout the common law jurisdictions, including at the highest levels. The 1st Supplement brings the text fully up to date in the light of extensive new case law and legislative developments, including the UK not acceding to the Lugano Agreement. Commercial Injunctions provides: Unparalleled in-depth coverage of all aspects of injunctions Highly practical advice on how and when to obtain injunctions, how to defend against such orders and the options available Key insight into the continuing evolution of the Mareva jurisdiction preserving assets A coherent and reasoned statement of the principles applicable to injunctions generally and to injunctions for particular purposes. A one-stop source of answers to key questions

The Law of Private Equity Funds: A Global Perspective is a comprehensive guide to the law concerning the structure, management and operation of private equity funds on a global basis. This title is concise, highly readable and practical in approach, and the first of its kind to be published. This title addresses important topics such as the typical structure of United Kingdom and United States private equity funds, the principal terms of a private equity fund, the legal regimes which govern private equity funds in most of the main offshore and onshore fund domiciles in Asia, Europe and the United States, and an overview of the principal UK and United States regulatory considerations for private equity funds. The Law of Private Equity Funds is a mine of information for lawyers in private practice, general counsel and those who are merely curious about this complex industry which now commands so much attention from investors, governments and regulatory authorities worldwide. Key chapters include: The typical structure of English and United States private equity funds The principal terms of a private equity fund The regime enshrined in the Alternative Investment Fund Managers Directive The regime which governs private equity funds in jurisdictions such as the Cayman Islands, China, England, Guernsey, Hong Kong, Ireland, Luxembourg and Singapore UK public policy considerations which are relevant to private equity funds

• On the 30th anniversary of the implementation of the CISG, the title provides value added content for students and practitioners alike considering CISG and its intersection with public domestic and international law.
   
• Unique and jurisdictionally relevant thought-leadership content – presents national perspectives.
   
• Provides fresh critiques on core principles as well as forecasting on potential areas for reform.
   
• Multi-country author team providing perspectives from across diverse global jurisdictions as well as contributions from members of the Permanent Court of Arbitration (The Hague) and The Secretariat of the United Nations Commission on International Trade Law (UNCITRAL).

 

The United Nations Convention on Contracts for the International Sale of Goods (CISG) came into force internationally on 1 January, 1988. 2018 marked the 30th anniversary of its coming into force. So far, CISG has been favourably received by the international community as it helps remove legal barriers for international trade and diminishes uncertainties caused by the private international law system and facilitates contract negotiations in international transactions.

Three fundamental issues are addressed by the CISG:

• the formation of a contract;
• the obligations of the seller; and
• the remedies available to the buyer, and the obligations of the buyer and the remedies available to the seller.

As we celebrate over three decades of this unique experiment at unifying and harmonising the law on international sale contracts and count the increasing membership of the international convention, it is also time to revisit a few specific issues that have arisen from the application of the convention.

• Authored by representatives of one of the top offshore legal firms with specific specialisation in the complexities of the Cayman Islands jurisdiction.
• An increase in the breadth of coverage with three entirely new chapters:
  - Financing & regulation of aircraft;
  - Cayman Island LLCs; and
  - EU Substance Requirements. 
• The only authoritative reference source for the South East Asian legal market covering the critical Cayman Islands jurisdiction that accounts for 75% of world’s hedge funds and nearly half the global industry’s estimated US$1.1 trillion of asset under-management.
• Highly contemporaneous with 40% of the 1st edition content updated including, but not limited to:
  - analysis and review of the new and amended Cayman Islands laws and regulations regarding the companies and financial regime;
  - updates to the anti-money laundering regime;
  - review and analysis of the new regulatory guidelines regarding the formation of limited liability companies etc.

 

Cayman Islands Company and Commercial Law is the only publication that focuses exclusively on the Cayman Islands. The book provides a deep analytical view of the offshore jurisdiction’s legal landscape as it relates to companies, partnerships, credit and security, mutual funds, insolvency, dispute resolution, taxation, trusts and more.

The Second Edition will keep you fully up-to-date on one of the world’s most utilized corporate jurisdictions. The use of offshore vehicles for international financial transactions and the incorporation of companies is the preference for most entities here in the Asia Pacific region. The Cayman Islands continues to be the ‘hot’ jurisdiction for offshore companies and commercial work, as well as the choice now to set up an offshore financial center.

This new second edition examines and updates the major changes which occurred over the last four years, including:

1. Impact of the new Cayman Islands Limited Liability Companies law since its enactment in 2016 – resulting in 391 Cayman LLCs formed and another 16 transferred by way of continuation from other jurisdictions from 1 July 2016 – 19 May 2017;

2. New supplemental legislation formed in relation to the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015;

3. New requirement of obtaining professional Indemnity Insurance for those who deal with Trusts, Insurance, Mutual Fund Administration, Securities Investments and Company Managers, Licensees, and Directors;

4. Amended structure for investment funds, etc.

• The only authoritative reference source with comprehensive coverage of the British Virgin Islands offshore market