EXCLUSION CLAUSE HELD TO BE REASONABLE

Regus (UK) Ltd v Epcot Solutions Ltd [2008] EWCA Civ 361, 15 April 2008

The Court of Appeal in Regus (UK) Ltd v Epcot Solutions Ltd [2008] EWCA Civ 361, 15 April 2008, allowed an appeal from the decision of Judge Mackie QC (on which see our July 2007 issue, pp. 1–4) and held that an exclusion clause in a contract was reasonable. Much of the reasoning of the Court of Appeal is devoted to the proper interpretation of the clause alleged to be unreasonable (in particular, the meaning of the words ‘in any circumstances’). It is of vital importance that the meaning of the clause in issue between the parties is ascertained before the reasonableness test is applied to the term in question. On the present facts, the Court of Appeal adopted a narrower construction of the clause in issue between the parties and this was an important factor in the conclusion that the clause was reasonable. The Court of Appeal also concluded that one paragraph in the clause was severable from another paragraph so that, had they reached the conclusion that one paragraph was unreasonable, that conclusion would not, in itself, have invalidated the other paragraph.