EE Ltd v Virgin Mobile Telecoms Ltd [2025] EWCA Civ 70 (04 February 2025)

EE Ltd v Virgin Mobile Telecoms Ltd [2025] EWCA Civ 70 (04 February 2025)

EE's claim for damages arising from VM's breach of exclusivity is a claim 'in respect of anticipated profits' within the meaning of clause 34.5(a) of the contract. The exclusion clause is clear and applies to expectation loss, including lost profits, and is not limited to profits outside the contract or indirect losses. The clause forms part of the risk allocation between sophisticated commercial parties and is not ambiguous. The appeal is dismissed.

Citation
[2025] EWCA Civ 70
Parties
Appellant/claimant: EE Limited; Respondent/defendant: Virgin Mobile Telecoms Limited
Jurisdiction
England and Wales
Judgment Date
04 February 2025
Procedural Posture
Appeal / Court of Appeal Judgment Following High Court Summary Judgment/strike Out
Outcome
Appeal dismissed
Legal Topics
Exclusion Clauses, Damages, Expectation Loss, Interpretation of Contracts
Contract Law Telecommunications Law Exclusion Clauses Damages Expectation Loss Interpretation of Contracts

Case Brief

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Parties

EE Limited

Appellant/claimant

Virgin Mobile Telecoms Limited

Respondent/defendant

Procedural Posture

Appeal / Court of Appeal Judgment Following High Court Summary Judgment/strike Out

Legal Issues

  1. 1 Whether EE's claim is excluded as being 'in respect of anticipated profits' under clause 34.5(a) of the contract
  2. 2 Proper construction of exclusion clauses in commercial contracts

Ratio Decidendi

EE's claim for damages arising from VM's breach of exclusivity is a claim 'in respect of anticipated profits' within the meaning of clause 34.5(a) of the contract. The exclusion clause is clear and applies to expectation loss, including lost profits, and is not limited to profits outside the contract or indirect losses. The clause forms part of the risk allocation between sophisticated commercial parties and is not ambiguous. The appeal is dismissed.

Court Disposition

Appeal dismissed

Orders

  • EE's claim is struck out as excluded by clause 34.5(a) of the contract
  • No damages recoverable by EE for loss of profits arising from VM's breach of exclusivity