EE Limited v Virgin Mobile Telecoms Limited

EE Limited v Virgin Mobile Telecoms Limited

The majority held that EE Limited's claim is excluded by clause 34.5(a) as a claim 'in respect of anticipated profits.' The exclusion clause is clear and unequivocal, applies to both parties, and covers claims for loss of profits, including expectation loss. The commercial contract was carefully drafted to allocate risk, and substantive remedies remain available for other types of loss or equitable relief. There is no overarching principle limiting exclusion of loss of profits to indirect losses or losses outside the contract; the wording and context support a broad interpretation.

Parties
Appellant/claimant: EE Limited; Respondent/defendant: Virgin Mobile Telecoms Limited
Jurisdiction
England and Wales
Judgment Date
02 April 2025
Procedural Posture
Civil Appeal / Appeal From High Court Judgment on Strike Out/summary Judgment Application
Outcome
Appeal dismissed (majority); claim excluded by contract clause.
Legal Topics
Exclusion Clauses, Damages, Interpretation of Contracts, Telecommunications Agreements
Contract Law Commercial Law Exclusion Clauses Damages Interpretation of Contracts Telecommunications Agreements

Case Brief

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Parties

EE Limited

Appellant/claimant

Virgin Mobile Telecoms Limited

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment on Strike Out/summary Judgment Application

Legal Issues

  1. 1 Whether EE Limited's claim against Virgin Mobile Telecoms Limited is excluded as being one 'in respect of anticipated profits' under clause 34.5(a) of the contract
  2. 2 Proper construction and scope of exclusion clauses in commercial contracts

Ratio Decidendi

The majority held that EE Limited's claim is excluded by clause 34.5(a) as a claim 'in respect of anticipated profits.' The exclusion clause is clear and unequivocal, applies to both parties, and covers claims for loss of profits, including expectation loss. The commercial contract was carefully drafted to allocate risk, and substantive remedies remain available for other types of loss or equitable relief. There is no overarching principle limiting exclusion of loss of profits to indirect losses or losses outside the contract; the wording and context support a broad interpretation.

Court Disposition

Appeal dismissed (majority); claim excluded by contract clause.

Orders

  • EE Limited's claim is excluded by clause 34.5(a) of the contract.
  • Appeal dismissed; High Court judgment affirmed.