Regus (UK) Ltd v Epcot Solutions Ltd [2008] EWCA Civ 361 (15 April 2008)

Regus (UK) Ltd v Epcot Solutions Ltd [2008] EWCA Civ 361 (15 April 2008)

Clause 23(3) does not deprive Epcot of all remedies, as damages for diminution in value remain available. The exclusion of consequential losses is reasonable in the context of commercial contracts between experienced parties with no real inequality of bargaining power. Clause 23(3) is reasonable and enforceable under UCTA. Even if it were not, clause 23(4) is severable and independently enforceable, capping liability at £50,000 per contract.

Citation
[2008] EWCA Civ 361
Parties
Appellant/claimant: Regus (UK) Limited; Respondent/defendant: Epcot Solutions Limited
Jurisdiction
England and Wales
Judgment Date
15 April 2008
Procedural Posture
Civil Appeal / Appeal From London Mercantile Court Judgment
Outcome
Appeal allowed
Legal Topics
Exclusion Clauses, Limitation of Liability, Unfair Contract Terms Act 1977 (ucta), Reasonableness Test, Damages for Breach of Contract
Contract Law Commercial Law Exclusion Clauses Limitation of Liability Unfair Contract Terms Act 1977 (ucta) Reasonableness Test Damages for Breach of Contract

Case Brief

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Parties

Regus (UK) Limited

Appellant/claimant

Epcot Solutions Limited

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal From London Mercantile Court Judgment

Legal Issues

  1. 1 Whether Regus's exclusion and limitation of liability clause (clause 23) is reasonable and enforceable under UCTA 1977
  2. 2 Whether clause 23(3) deprives Epcot of any remedy for breach of contract
  3. 3 Whether clause 23(4) is severable and enforceable if clause 23(3) is not

Ratio Decidendi

Clause 23(3) does not deprive Epcot of all remedies, as damages for diminution in value remain available. The exclusion of consequential losses is reasonable in the context of commercial contracts between experienced parties with no real inequality of bargaining power. Clause 23(3) is reasonable and enforceable under UCTA. Even if it were not, clause 23(4) is severable and independently enforceable, capping liability at £50,000 per contract.

Court Disposition

Appeal allowed

Orders

  • Assessment of damages for breach to be conducted, limited to diminution in value and capped at £50,000 per contract.
  • Peripheral issues such as relocation costs and entitlement to withhold services remain to be resolved if not settled.