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Limitation of liability

Your liability clause, not the size of your loss, decides what you can recover. English courts enforce clearly drafted limitation and exclusion clauses that pass the reasonableness test - so a GBP 50,000 research contract once capped a GBP 100 million claim at GBP 1 million, and the court called that perfectly reasonable.

Pillar guide

Limitation and exclusion of liability under English law.

Your liability clause, not the size of your loss, decides what you can recover. English courts enforce clearly drafted limitation and exclusion clauses that pass the reasonableness test - so a GBP 50,000 research contract once capped a GBP 100 million claim at GBP 1 million, and the court called that perfectly reasonable.

Read the pillar guide
  1. 01Can you exclude liability for fraud?
  2. 02Single vs aggregate liability cap
  3. 03What a consequential-loss exclusion excludes
  4. 04The UCTA reasonableness test
  5. 05What liability cannot be excluded
  6. 06Drafting a limitation of liability clause

Complete topic

All limitation of liability guides.

Start with the main guide or open the specific clause question you need.

Pillar guideLimitation and exclusion of liability

How English courts enforce liability caps and exclusions, what passes the UCTA reasonableness test, and what can never be excluded.

4 min readFraud and dishonestyCan you exclude liability for fraud?

Why fraud inducing a contract can never be excluded, but dishonest breach in performance can be capped by a clear clause.

4 min readLiability capsSingle vs aggregate liability cap

Why a cap may be one aggregate ceiling or reset per claim, what Drax v Wipro decided, and how to draft the cap you intend.

4 min readConsequential lossWhat a consequential-loss exclusion excludes

Why excluding consequential loss may miss direct loss of profits, what the cases hold, and how to draft it.

4 min readUCTA 1977The UCTA reasonableness test

How UCTA 1977 decides whether a B2B limitation or exclusion is enforceable, and the factors courts weigh.

4 min readAbsolute limitsWhat liability cannot be excluded

The liabilities you can never exclude, and why a damages cap does not limit a debt for goods or services.

4 min readDraftingDrafting a limitation of liability clause

Six elements for an enforceable limitation and exclusion clause, plus a pre-signature checklist.

4 min read

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