1. Force Majeure and Non-Contractual Alternatives

RTI Ltd v MUR Shipping BV [2024] UKSC

The Supreme Court has clarified that a party invoking a force majeure clause is not obligated to accept a non-contractual workaround, even if it would resolve the disruption. The Court reinforced the importance of contractual certainty, holding that parties are not required to depart from agreed terms, even when an alternative form of performance is offered. This ruling strengthens the principle that freedom of contract includes the freedom to reject terms not originally agreed.

2. Arbitration & Anti-Suit Injunctions

UniCredit Bank GmbH v RusChemAlliance LLC [2024] UKSC

The Court confirmed that English courts retain the power to grant anti-suit injunctions where:

The arbitration agreement is governed by English law (following the Enka v Chubb presumption), and

The defendant is properly served or otherwise subject to the jurisdiction of the English courts.

This provides continued reassurance that arbitration agreements governed by English law remain enforceable, even in the face of foreign proceedings—though forthcoming legal reforms could shift this landscape.

3. Variation of Final Injunctions

UniCredit v RusChemAlliance (CA, Feb 2025)

The Court of Appeal held that a final anti-suit injunction may be varied or discharged under CPR 3.1(7), if circumstances have materially changed since the original order. This underscores the court’s willingness to adapt equitable remedies to changing facts, introducing a degree of judicial flexibility in cross-border dispute management.

4. Extended Limitation Periods for Defective Design

BDW Trading Ltd v URS Corporation Ltd [2025] UKSC 21

The Supreme Court confirmed that section 135(3) of the Building Safety Act 2022 can retrospectively apply to revive claims that would otherwise be time-barred under the Limitation Act 1972. This effectively extends the limitation period to 30 years for claims arising from defective construction or negligent design, significantly increasing long-tail exposure for consultants and contractors.

5. FCA Intervention in Car Finance Mis-selling Disputes

Following recent litigation concerning commission arrangements in car finance agreements, the Court of Appeal has granted the FCA permission to intervene, recognising the widespread regulatory implications. Firms now have until 4 December 2025 to respond to complaints regarding historic sales practices. Notably, the Supreme Court declined to permit Treasury intervention, keeping the matter focused on regulatory and judicial oversight rather than political involvement.

6. Lender Duties in Economic Abuse Cases

Waller-Edwards v Bishop [2025] UKSC

In a landmark decision, the Supreme Court ruled that lenders must take affirmative steps to identify and mitigate economic abuse, especially in joint borrowing scenarios. The Court reaffirmed the applicability of the Etridge protocol, requiring independent legal advice where coercion may be present. The judgment places greater responsibility on lenders to ensure that borrower consent is freely given and properly advised.

7. ESG Provisions in Commercial Contracts

Contractual drafting in the construction sector is evolving to reflect ESG (Environmental, Social & Governance), EDI (Equality, Diversity & Inclusion), and wellbeing requirements. The newly published JCT Design & Build Contract 2024introduces default sustainability clauses and promotes collaborative project working. These changes align contractual documentation with modern corporate values and regulatory pressures, reflecting a wider market trend across commercial sectors.

Summary: What This Means for You

Contract Certainty
Courts are reaffirming that parties are bound by the express terms of their agreements, especially in the context of force majeure.

Arbitration Strategy
English arbitration clauses remain robust, but legislative changes could alter enforcement dynamics—particularly across borders.

Remedy Flexibility
Final orders, such as injunctions, are not beyond revision if facts shift materially—highlighting the need to remain alert to case developments.

Long-Term Liability Risk
The Building Safety Act may expose professionals to decades-old claims—organisations should assess historical risk exposure accordingly.

Financial Conduct Scrutiny
The FCA's increasing involvement in litigation signals enhanced regulatory scrutiny, particularly in financial services and consumer lending.

ESG & Contractual Duties
Businesses should proactively integrate ESG, social value, and safeguarding obligations into their contractual templates to remain compliant and competitive.

Practical Takeaways

Draft with clarity: Be explicit about force majeure and arbitration terms to avoid interpretive disputes.

Stay alert to regulatory shifts: Especially in finance and consumer protection, where legal duties are expanding.

Audit your exposure: Consider reviewing historic contracts for potential liabilities under the extended limitation periods.

Modernise contracts: Reflect ESG and social responsibility obligations in line with industry standards and client expectations.