How to determine standard terms of business under UCTA

YUANDA (UK) CO v WW GEAR CONSTRUCTION [2010]

The Yuanda judgment set out some useful guidance on the Unfair Contract Terms Act 1977 (UCTA) and when the parties are to be regarded as having contracted on one party's standard written terms of business.

 

facts:

The parties entered into a JCT Trade Form of Contract, modified by a Schedule of Amendments supplied by G, the customer, who determined in the first instance that the JCT form of contract (as modified) would govern the relationship.  Amongst other things, Y maintained that Section 3 of UCTA applied to certain provisions of the final contract.  Section 3 provides that exclusions of liability for breach of contract in business-to-business contracts are only subject to the UCTA reasonableness test if the parties are dealing on one party's ‘written standard terms of business’. If the contract is freely negotiated, exclusions of liability for breach of contract are not subject to the UCTA reasonableness test.

 

decision:

points to note:

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