Axa Sun Life Services Plc v Campbell Martin Ltd & Ors

Axa Sun Life Services Plc v Campbell Martin Ltd & Ors

Clause 24 excludes collateral warranties but not liability for misrepresentation or implied terms intrinsic to the agreement. Clause 15.2 (no set-off) is not reasonable under UCTA and is unenforceable. Clause 1.6 of Schedule 4 (conclusive evidence) is reasonable and enforceable, subject to manifest error. The...

Source-derived case information.

Parties
Appellant: AXA Sun Life Services PLC; Respondent: Campbell Martin Ltd; Respondent: Brendon Partington; Respondent: Gary Tibor Hosznyak; Respondent: Harry Bennett & Associates Ltd; Respondent: Harry Edward John Bennett; Respondent: Ideal Financial Planning Ltd; Respondent: Kymin Mortgage Services Ltd; Respondent: Richard John Hill; Respondent: Simon John Aston
Jurisdiction
England and Wales
Judgment Date
18 February 2011
Procedural Posture
Civil Appeal / Judgment on Appeal From Trial of Preliminary Issues
Outcome
Appeal allowed in part; preliminary issues answered as clarified by the Court of Appeal
Legal Topics
Entire Agreement Clauses, Misrepresentation, Unfair Contract Terms Act (ucta), Set Off, Collateral Warranties, Conclusive Evidence Clauses
Contract Law Commercial Law Entire Agreement Clauses Misrepresentation Unfair Contract Terms Act (ucta) Set Off Collateral Warranties Conclusive Evidence Clauses

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Parties

AXA Sun Life Services PLC

Appellant

Campbell Martin Ltd

Respondent

Brendon Partington

Respondent

Gary Tibor Hosznyak

Respondent

Harry Bennett & Associates Ltd

Respondent

Harry Edward John Bennett

Respondent

Ideal Financial Planning Ltd

Respondent

Kymin Mortgage Services Ltd

Respondent

Richard John Hill

Respondent

Simon John Aston

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal From Trial of Preliminary Issues

Legal Issues

  1. 1 Whether clause 24 (entire agreement) excludes liability for misrepresentation, collateral warranties, or implied terms
  2. 2 Whether clause 15.2 (no set-off) precludes set-off or counterclaim
  3. 3 Whether clause 1.6 of Schedule 4 (conclusive evidence) prevents court determination of sums due

Ratio Decidendi

Clause 24 excludes collateral warranties but not liability for misrepresentation or implied terms intrinsic to the agreement. Clause 15.2 (no set-off) is not reasonable under UCTA and is unenforceable. Clause 1.6 of Schedule 4 (conclusive evidence) is reasonable and enforceable, subject to manifest error. The relevant clauses must satisfy the reasonableness requirement under UCTA, and on the facts, only clause 24 (as to collateral warranties) and clause 1.6 meet this standard.

Court Disposition

Appeal allowed in part; preliminary issues answered as clarified by the Court of Appeal

Orders

  • Clause 24 excludes collateral warranties but not misrepresentation or implied terms intrinsic to the agreement.
  • Clause 15.2 (no set-off) is unenforceable as unreasonable under UCTA.