9 Exclusion Clauses

Subject(s):

Limitation of liability — Exclusion or limit of liability

This chapter surveys the comparative law of exclusion clauses in business contracts internationally and the reasons for their use. As a key indicator, it compares the validity of exclusion clauses in unregulated offering documents such as offering memoranda for syndicated bank credits and offering circulars for international bond issues. It also considers the comparative law on underwriting liability for unregulated prospectuses and for regulated prospectuses. It examines the comparative law for exclusion of liability in relation to the sale of derivatives. It concludes that, as regards arranging bank and underwriter liability, the English courts are sympathetic to exclusion clauses in wholesale markets, as shown by a mass of case law, and that the English attitude to exclusion clauses in general seems more welcoming than in Germany or France.