Incorporation of onerous or unusual terms

One of the issues before the Court of Appeal in MS Amlin Marine NV v King Trader Ltd and Others [2025] EWCA Civ 1387; [2025] 2 Lloyd's Rep 493 was the steps that must be taken by a contracting party before onerous or unusual terms will be held to have been incorporated into a contract that has not been signed by the other party to the contract. This is an issue that not infrequently arises in construction contracts. The Court of Appeal took the opportunity to give a new label to the relevant rule. Instead of referring to it as the "red hand rule", the label used by the Court of Appeal was the "onerous clause doctrine" which more readily explains the basis of the rule and the opportunity was also taken to explain the limits within which the rule applies in a commercial context.