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Supreme Court Success; MWB -v- Rock Advertising

MWB Business Exchange Centres -v- Rock Advertising Limited [2018] UKSC 24.

Samantha Dawkins has successfully guided this case through to Appeal at the Supreme Court, which was unanimously allowed, with Judgment being handed down on 16 May 2018.

It was an “exceptional” appeal that raised fundamental issues in contract law, which was ultimately decided on one issue: whether a contract can be varied orally despite a clause requiring any variations to be in writing.

Our arguments focused on the need for certainty in both a legal and commercial context which no oral modification clauses provide for. No oral modification clauses do not prevent parties from varying a contract; they simply provide for the method by which any variation needs to follow in order to be effective. The Respondent referred to the Court of Appeal decision in Globe Motors Inc Ors v TWR Lucas Varity Electric Steering Ltd & Anor [2016] EWCA Civ 396 and concentrated on the importance of party autonomy.

It is a heavily commercial Judgment and does not accept that a no oral modification clause prevents party autonomy. Lord Sumption concludes that not to give them legal effect would mean that parties could not “bind themselves as to the form of any variation, even if that is what they have agreed” (Lord Sumption at [11]).

Whilst Lord Briggs did agree with the outcome, he has left the door open for the possibility that equity could intervene provided that the parties have applied their minds to varying or abandoning a no oral modification clause. Therefore just because parties have agreed to vary a different part of the contract will not mean that it is automatically implied that the no oral modification clause has been varied or excluded.

Clifford Darton and Sally Blackmore from Ely Place Chambers were Counsel in this case.

For further details please contact Samantha Dawkins at Edward Harte LLP by email: sdawkins@edward-harte.co.uk,or call 01273 662756.

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