Module 2 · Chapter 6

Exclusion Clauses and the UCTA Reasonableness Test

A seller’s standard terms often cut down what a buyer can claim. English law allows that, within limits. This chapter shows which limits a court applies, and who must prove the clause is fair.

≈ 10 min read 8-question test

In this chapter

  • The three limits in clause 9, and the one test all three must pass
  • The questions a court asks about a clause between two businesses
  • Why the seven days likely fail while the cap and the loss-of-profit exclusion likely stand

6.1Clause 9 in one paragraph

Duarte’s fourth question is this: does clause 9 of our Conditions protect us? The clause has three parts. Marrowby has no claim unless it wrote to Frescalva within seven days of delivery. Frescalva owes nothing for loss of profit, and never pays more than the price of the goods concerned.

English law lets two businesses agree limits like these, but not every limit holds. The Unfair Contract Terms Act 1977 asks whether each part was reasonable when the contract was made, and Frescalva must show that it was. The likely answer is yes for two parts and no for one.

Key point

A clause that limits a claim holds only if it passes the Act’s reasonableness test, and the seller proves it. Test each part of the clause on its own, as at the day the contract was made.

Also in this chapter

  1. The three limits, and the one test
  2. A court reads the words first
  3. The questions a court asks
  4. The seven days Duarte copied from his steel supplier
  5. Your job

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