Validity of ‘no oral modification’ clauses

In Rock Advertising Limited v MWB Business Exchange Centres Limited [2018] UKSC 24, the Supreme Court was asked to consider whether a contractual term prescribing that an agreement may not be amended save in writing signed on behalf of the parties was legally effective.  Such clauses are commonly called a ‘No Oral Modification’ clause. The dispute concerned a licence to occupy premises, MWB Business Exchange Centres Limited (MWB) being the licensor and Rock Advertising Limited (Rock) being the licensee.  The clause in the contract that prevented oral variations stated: ‘All variations to this Licence must be agreed, set out in writing and signed on behalf of both parties before they take effect.’ MWB fell into arrears in relation to their payment of licence fees.  A schedule of revised payments was proposed and it was purported that an authorised representative of each of the parties agreed to this schedule over the telephone.  MWB was subsequently evicted and the validity of this ‘agreement’ to vary the licence came into dispute.  This was on the basis that it had not been not set out in writing and signed on behalf of both parties, as required by the clause set out above. The court noted that the reasons often asserted for treating No Oral Modification clauses as ineffective are: ‘(i) that a variation of Read Full Article…

UUK briefing on compensation and refund policies

On 27 April 2018, Universities UK (UUK) issued a briefing titled Compensation and refund policies – developing good practice.  The briefing, which was developed in consultation with the Association of Heads of University Administration (AHUA) and the Academic Registrars Council (ARC), ‘aims to aid consistency on how universities approach refunds and compensation policies for students’. The briefing provides: a brief analysis of the differences between the concepts of refund, compensation and non-financial remedies a summary of the relevant legal and regulatory framework, including the changes introduced by the Consumer Rights Act 2015 to remedies for services delivered without reasonable skill and care and, in the case of English institutions, the provisions that should be included in the student protection plan which each provider must submit to the Office for Students (OfS) for approval as a condition of registration practical guidance on how to apply good practice principles when drafting refund and compensation terms policies, as these form part of the student contract a list of questions to assist universities where it is necessary to decide which remedy may be appropriate, depending on the circumstances of each student complaint The briefing is not a substitute for regulatory guidance on the matters it covers and does not constitute legal advice.

Revised PPN on changes to data protection legislation

On 18 May 2018, the Crown Commercial Service (CCS) published PPN 02/18 for contracting authorities in England and Wales.  PPN 02/18 updates and replaces PPN 03/17, and contains enhanced guidance and clarification in a number of key areas relating to data protection, as follows: controllers and processors contract liabilities joint controllers crown to crown data agreements expired/legacy contracts protective measures enhancements to the standard generic clauses in Annex A For any contract amendments yet to be agreed and for new contracts to be let after May 25, the PPN states that contracting authorities ‘should use the provisions of this PPN including the updated standard generic clauses at Annex A’.  For contracts that ‘concern law enforcement processing, amendments should take effect from the date that the Data Protection Bill comes into force.’  The Data Protection Bill received Royal Assent on 23 May 2018 and became the Data Protection Act 2018. On 24 May 2018, the Data Protection Act 2018 (Commencement No 1 and Transitional and Saving Provisions) Regulations 2018 (SI 2018/625) were made.  These regulations set out the dates that various provisions in the Act will come into force.