Research note · Draft 1
Specimen · illustrativeConstruction of the limitation of liability
Harrington Marine v Vale Logistics
- Prepared by
- Research agent
- For
- A. Mensah, Partner
- Law as at
- 21 Oct 2026
QuestionDoes the cap in section 14.2 reach losses caused by late delivery?
A contract that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.1 Extrinsic evidence is not admissible to create an ambiguity that section 14.2 does not have.2
The agreement is read as a whole, and every part is interpreted with reference to the whole, so section 14.2 is construed together with the delivery provisions it limits.3
A construction that would be absurd, commercially unreasonable or contrary to the reasonable expectations of the parties is to be avoided.4
For review. This paragraph relies on section 14.2 as originally drafted. A side letter of 3 March 2025 (DOC-2207) amends it.
- 1Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569 (2002).
- 2W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 163 (1990).
- 3Beal Sav. Bank v. Sommer, 8 N.Y.3d 318, 324–25 (2007).
- 4Lipper Holdings, LLC v. Trident Holdings, LLC, 1 A.D.3d 170, 171 (1st Dep’t 2003).
QuestionDoes the cap in clause 14.2 reach losses caused by late delivery?
The court asks what a reasonable person, with all the background knowledge which would have been available to the parties, would have understood the language of clause 14.2 to mean.1
Text and context are not conflicting paradigms. The court uses each as a tool, moving between them in a single, iterative exercise.2
Where there are two possible constructions, the court is entitled to prefer the oneconsistent with business common sense.3 But commercial common sense is not to be invoked to undervalue the language the parties actually chose.4
For review. This paragraph relies on clause 14.2 as originally drafted. A side letter of 3 March 2025 (DOC-2207) amends it.
- 1Arnold v Britton [2015] UKSC 36 at [15], quoting Lord Hoffmann in Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38 at [14].
- 2Wood v Capita Insurance Services Ltd [2017] UKSC 24 at [11]–[13].
- 3Rainy Sky SA v Kookmin Bank [2011] UKSC 50 at [21].
- 4Arnold v Britton, above, at [17].

