V - Variation
16/5/18
MWB BUSINESS EXCHANGE CENTRES LTD v ROCK ADVERTISING LTD [2018] UKSC 24
Parties can bind themselves to a specified method for making any subsequent variation of a contract. The parties are taken to have agreed that purported variations which do not comply with the relevant conditions are invalid. A “no oral modification” clause therefore prevents an oral variation taking effect. If a party acts on the contract as if it had been varied, there may be an estoppel preventing reliance on the clause but this is likely to require words or conduct unequivocally representing that the variation was valid and something more than the informal promise itself. An entire agreement clause also prevents reliance on a collateral agreement modifying the agreement which contains the clause, unless the collateral agreement is capable of operating as an independent agreement, and is supported by its own consideration, in which case most standard forms of entire agreement clause will not prevent its enforcement.
24/5/13
MAURITIUS COMMERCIAL BANK LTD v HESTIA HOLDINGS LTD [2013] EWHC 1328 (Comm)
Parties to contract can agree to vary the governing law and jurisdiction.
22/4/13
AZEVEDO v IMCOPA IMPORTACAO EXPORTACAO E INDUSTRIA DE OLEOS LTDA [2013] EWCA Civ 364
Where the terms of loan notes could be varied with the consent of 75% of noteholders attending a meeting, approved changes to postpone interest payments and the maturity date could not be challenged on the ground that the issuer which had proposed them had offered a payment to noteholders voting in favour as an inducement. The making of the payments was not subject to the pari passu principle because they had not come from funds held by the trustees of the scheme. Nor were they bribes as they were fully disclosed and available to all voting in favour.