As part of the “Back to Bentham” conference series to celebrate our return to Bentham House, the UCL Centre for Commercial Law and Private Law Group hosted a conference on the ‘Contents of Commercial Contracts’ on May 9-10.
The conference was organised by Professor Paul S Davies and Dr Magda Raczynska and generously sponsored by Norton Rose Fulbright. The focus of the conference was on terms in commercial contracts affecting parties’ freedom of action.
Speakers addressed a broad range of topics around the theme. Their subjects ranged from social issues such as freedom of speech in cyberspace, the regulation of global supply chain and smart contracts to technical legal challenges raised by reform of the law on insurance warranties and no-assignment clauses. This discussion was united by how these issues shape and are shaped by terms in the commercial contracts used by local businesses, global social media platforms, and everything in between. Each panel consisted of papers presented by an academic, commented upon by a practitioner, and chaired by a judge.
The conference was very well attended and brought together academics and a diverse group of members of the legal profession, with contributions from both speakers and the participating audience coming from varied perspectives. It allowed for discussion that straddled the real world application and impact of these contractual clauses and the intricacies of their theoretical structure. Input was received from solicitors who had drafted such terms, barristers who had argued about their meaning and judges who had decided upon their legal effects. This was then bolstered by a consideration of the impact of such clauses in society and the challenges faced by those preparing regulations to shape this.
The discussion of non-disclosure agreements and their use, abuse and justification attracted particularly lively discussion. This brought out the difficult balance that must be struck in this area between facilitating parties’ freedom to structure their interactions and protecting vulnerable people from exploitation. Opinions also split on the Supreme Court’s recent decision in Rock Advertising Ltd v MWB Business Exchange Centres Ltd. Views polarised around expressions in favour of the enforcement of no-oral modification clauses, aligning themselves with the decision of the court, and strong criticism of this outcome on both theoretical and practical grounds.
An edited collection of the papers presented at the conference will be published by Hart Publishing next year.