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ARTICLE · 31 MAY 2012

Commercial Contracts

Salans LLP
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Three recent cases highlighted how important it is for the parties to carefully consider what they would like to achieve under the certain provisions of an agreement

United KingdomCorporate/Commercial Law
Richard Thomas
Richard Thomas
Anna Puzitskaya
Anna Puzitskaya

Three recent cases highlighted how important it is for the parties to carefully consider what they would like to achieve under the certain provisions of an agreement, as opposed to over-relying on contractual phrases.

"Consent not to be unreasonably withheld"

One commonly found contractual phrase is "such consent not to be unreasonably withheld". The case of Porton Capital Technology Funds & Others v 3M UK Holdings Ltd & Another [2011] EWHC 2895 (Comm) is a notable example confirming that the party's reasons for withholding consent do not need to be accurate or justified, they just need to be reasonable taking into account their own interests and not those of the counterparty seeking consent.

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