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This week’s edition of Corporate highlights includes news analysis of the Supreme Court’s judgment in Rock Advertising Ltd v MWB Business Exchange Ltd on no oral variation clauses and the BEIS committee’s verdict on Carillion. We have also published several new Q&As including one on the impact of the GDPR on M&A transactions.
The Supreme Court has unanimously held that licence fee payments under a licence agreement containing a ‘no oral modification’ (NOM) clause could not be varied by oral agreement between representatives of the licensor and the licensee, in Rock Advertising v MWB Business. Lawyers at Bird and Bird, Clifford Chance, Charles Russell Speechlys, Herbert Smith Freehills, Howard Kennedy, Stewarts and Wedlake Bell discuss the impact of this decision which will have 'wide ramifications for all types of contracts' and give ‘real meaning and support to NOM clauses within contracts’.
In a separate analysis piece, Michael Paget, at Cornerstone Barristers, examines the decision and concludes that it will make contractual relations more certain. Any party who has the benefit of a contract with a NOM clause no longer needs to worry about the risk of an oral variation unless they have allowed the other party to rely on that apparent variation. It should reduce the risk that companies are inadvertently bound into a variation without senior management’s agreement.
For further information, see Contract law in the Supreme Court—a sensible break with the common law? (Rock Advertising Ltd v MWB Business Exchange Centres Ltd) and LNB News 16/05/2018 112.
In the first of a three-part series on the ten-year anniversary of the Corporate Manslaughter and Corporate Homicide Act 2007 (CMCHA 2007), Kevin Bridges, partner and head of health
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