London calling
Notice provisions should not become a “technical minefield to be navigated”
Contracts often include provisions barring claims unless no-tice is given within a specified time limit, thereby providing a contractual limitation period. But they can sometimes also require the notice to state “the nature of the claim”, and to require that this be done “in reasonable detail”.
Whether a notice is sufficient to satisfy the requirements of any given clause will depend primarily on the language of the clause, commercial parties being free to impose whatever requirements they wish. But a recent Court of Appeal decision* holds that where a clause uses broad and general terms such as “the nature of the claim” and “in reasonable detail”, those requirements should be interpreted in the light of the commercial purposes of the clause. And that it is important that the clause not be-come “a technical minefield to be navigated”, divorced from the underlying merits of the claim. The decision further holds that courts should not interpret clauses as imposing requirements which serve no real com-mercial purpose unless compelled to do so by the language of the clause.
Which way a court may go will nevertheless always be fact-sensitive – so depend very much on the precise terms of the clause in question. For any party faced with such a clause, they would be well advised to draft their claim notice with a vary careful focus on the particular requirements of the clause. *
Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477
Kind regards
Brian Perrott & Patrick Knox
Partner HFW
brian.perrott@hfw
