Articles by author
Does a contract of indemnity sound in damages, or in debt?
There are two contradictory lines of Court of Appeal authority as to the nature of a claim under a contract of indemnity: one treats an indemnity as sounding in unliquidated damages (McGuinness v Norwich and Peterborough Building Society [2011] EWCA Civ 1286); the other as sounding in debt (Royscot Commercial Leasing Ltd v Ismail (unreported) 29 April 1993). The issue is of particular importance in insolvency, because it would follow from the analysis in McGuinness that an indemnity cannot give rise to a liquidated debt capable of giving rise to a bankruptcy petition. This article argues that such a conclusion is not justified: whether an indemnity can give rise to a liquidated debt should be a question of construction of the indemnity in question.
27 FEB 2026Boilerplate terms restricting freedoms in composite transactions: some traps for the unwary
Entire agreement and no oral modification clauses are designed to promote contractual certainty. But far from guaranteeing that result, their inclusion in transactions implemented by multiple contractual documents can increase the risk of injustice by restricting the availability and operation of rectification and estoppel, even where the contractual documentation does not accord with the parties’ mutual dealings. This article explores how those risks arise so that drafters may seek to mitigate them.
1 FEB 2024
