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Exploring limitations of liability and exclusions of categories of loss

Carter Newell

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Australia March 6 2014

There is a distinction between an exclusion clause, the effect of which is to either absolve a party for the consequences of a breach of contract or duty or to defi ne substantively the limit of the duty by

negating obligations that the law would otherwise

impose, and a liability cap, the purpose of which is

to limit a party’s exposure up to a pre-determined

amount or percentage of contract value.

Often, these legal mechanisms operate in tandem

with provisions in relation to liquidated damages

(which are not considered to be exclusory,

operating in theory for the benefi t of both parties)

and insurance and indemnity provisions within a

contract, to create a fi nely balanced risk regime.

Such clauses are construed ‘…accordingly to

their natural and ordinary meaning, read in light

of the contract as a whole, thereby giving due

weight to the context in which the clause appears,

including the nature and object of the contract, and

where appropriate, construing the clause contra

proferentum in case of ambiguity…’1

Many contractors rely on such clauses to manage

their risk of damages arising out of the performance

of contracts into which they enter – particularly

in signifi cant process engineering and contract

mining agreements - where exposure to unlimited

damages will be often unacceptable.

If the starting point is that a contractor will not

accept liability for unlimited damages, a number

of different outcomes can be achieved by adoption

of appropriate exclusions, limitations or caps.

Accordingly, it is not uncommon to now see clauses

drafted to ensure that liability for all damages is

capped at a percentage of the contract sum or an

annual amount, in the case of a mining services

contract.

Other than in respect of a provision for liquidated

damages (which itself is likely to be capped at a

Exploring Limitations of Liability and

Exclusions of Categories of Loss By Patrick Mead, Partner

www.carternewell.com

percentage of the contract sum) the contractor may

insist upon a complete exclusion for damages for

loss of profi t, loss of use and business interruption,

or alternatively seek to cap any such exposure to

the limit of any applicable insurance.

Process engineering and process design risks

are of real concern, given the potential for loss

to the client over life of plant from shortfalls in

production in the event that the plant is unable to

meet prescribed performance criteria. Accordingly,

a contractor will commonly seek to cap its total

liability for a shortfall in production to the lesser of

a percentage of the contract value or a fi xed dollar

amount.

Often the principal will insist upon exemptions of

particular matters or losses when faced with a

blanket exclusion. If the contractor agrees to this,

it will often only do so on the basis of a further cap

on liability in respect of the matters not subject to

the blanket exclusion.

In a number of reported cases, parties which had

contracted for the design and installation of plant

and equipment had sought to take the benefi t of

exclusion clauses in their contracts in defence of

claims arising out of the performance of that plant

or equipment.

Often clauses sought to exclude any entitlement

by the principal to pursue recovery in relation to

what has been generically referred to as ‘indirect’

or ‘consequential loss’.

There have been a series of decisions by the

English and Australian Courts in the past two

decades that have affected the interpretation of

these clauses and suggested avenues of recovery,

notwithstanding their inclusion in contracts of this

nature.

Cases such as British Sugar PLC v NEI Power

Product Ltd & Anor (1997) 87 BLR 42, Deepak

Fertiliser & Petro Chemical Corporation v

Davy McKee (London) Ltd & ICI Chemicals and

Polymers Ltd (1991) 1 Lloyd’s Rep 387 and BHP

Petroleum Limited v British Steel & Daimine

(1999) 2 Lloyd’s Rep 523 suggested that fi xed

costs and overheads, increased production costs,

and sometimes even ‘loss of profi ts’ claims would

not be excluded by consequential loss exclusions

commonly found in a number of the standard form

contracts upon which contractors have traditionally

relied.

The case of Pegler Ltd v Wang (UK) Ltd (No 1)

[2000] BLR 218 seemed to widen the scope of

losses claimable as ‘direct and natural losses’.

Loss of sales, loss of opportunity to increase

margins, loss of opportunity to make staff cost

savings and wasted management time were all

considered to fl ow directly from the breach and

were recoverable.

The law in Australia had appeared to be following

a similar path, as demonstrated in the case of GEC

Marconi Systems Pty Ltd v BAP Information

Technology Pty Ltd [2003] FCA in which losses to

a third party such as the benefi t of a head contract

(lost future profi ts) and increased project costs

were considered by Finn J of the Federal Court

to fall within the fi rst limb of Hadley v Baxendale

[1854] 9 Exch 341, and thus were recoverable as

losses directly resulting from the breach.

Recent case authorities

There are, however, a number of more recent

Australian decisions in relation to the interpretation

of so called ‘Consequential Loss’ exclusion

clauses that have dramatically altered the legal

landscape in this country.

It is convenient to start with Environmental

Systems Pty Ltd v Peerless Holdings Pty Ltd

[2008] 19 VR 358; [2008] VSCA 26. In that case,

the Victorian Court of Appeal moved away from the

UK position, which had found that ‘consequential

losses’ in the context of an exclusion clause are

losses that fall within the second limb of the rule

in Hadley v Baxendale [1854] 9 Ex 341; the two

limbs being:

1. Losses such as may fairly and reasonably

be considered either arising naturally, that is,

according to the usual course of things, from

such breach of contract itself; or

2. Losses such as may reasonably be supposed

to have been in contemplation of both parties, at

the time they make the contract, as the probable

result of the breach of it.

In the case of Peerless, the Court interpreted

‘consequential’ by reference to the dichotomy

between ‘normal loss’ and ‘consequential loss’

described in earlier editions of McGregor On

Damages (15th Ed (1988) at [26] and following).

The Court referred to ‘normal loss’ as ‘the loss that

every plaintiff in a like situation will suffer’. Nettle

JA [at 93] saying: ‘‘In my view, ordinary reasonable

business persons would naturally conceive of

‘consequential loss’ in contract as everything

beyond the normal measure of damages, such as

Page 2

www.carternewell.com

profi ts lost or expenses incurred through breach …

it was not correct to construe ‘consequential loss’ as

limited to the second rule in Hadley v Baxendale’.

With respect to His Honour, it has never been

clear to the author why ‘profi ts lost or expenses

incurred through breach’ could not be ‘normal

loss’ depending on the particular circumstances

involved.

The next decision for consideration is that of Bleby

J in 2012 in Alstom Ltd v Yokogawa Australia

Pty Ltd (no 7) SASC 49.

In that case the Judge said [at 281]: ‘To limit the

meaning of indirect or consequential losses and

like expressions, in whatever context they may

appear, to losses arising only under the second

limb of Hadley v Baxendale is in my view, unduly

restrictive and fails to do justice to the language

used. The word ‘consequential’, according to

the Shorter Oxford Dictionary means ‘following,

especially as an effect, immediate or eventual or

as a logical inference’. That means that, unless

qualifi ed by its context, it would normally extend,

subject to rules relating to remoteness, to all

damages suffered as a consequence of a breach

of contract. That is not necessarily the same as

loss or damage consequential upon a defect in

material where other remedies are provided.’

Then [at 289], it was said: ‘Not only do I respectfully

prefer the reasoning of the Victorian Court of

Appeal to that of the English authorities, but as a

matter of precedent I regard it as a more persuasive

authority.’

Then [at 290 and 292]: ‘The expression ‘indirect

….or consequential loss’ appears, in this case, as

part of a freestanding and powerfully expressed

exclusion clause….although it must be read

against the background of the qualifi ed exposure

of YDRML to the exclusive remedies of Liquidated

Damages and reimbursement of Performance

Guarantee Payments. The article in question was

intended to operate in respect of potential liability

for loss incurred by Alstom, which was caused by

breach of contract by YDRML in circumstances

other than those giving rise to the payment of

Liquidated Damages and reimbursement of

Performance Guarantee Payments. The words

must be given their ordinary and natural meaning.

In those circumstances any loss consequential

or following, immediate or eventual, fl owing from

a breach of contract by YDRML is excluded from

recovery by Alstom….In my opinion [it] is suffi cient

to exclude liability for any loss other than in

respect of Liquidated damages and Performance

Guarantee Payments.’

The Judge went on to say [at 293]: ‘Thus far I

have only been concerned with the expression

‘indirect….or consequential loss’ as it appears in

Art 3. The other signifi cant expression in that Article

is ‘economic …loss.’

Then [at 297]: the words ‘economic loss’ appear

as part of the composite expression ‘any indirect,

economic or consequential loss whatsoever’ [the

judge placing weight on the parties using the words

‘any …whatsoever’ as indicating an intention that

the parties adopt ‘that composite expression in the

widest possible terms’].

Then [at 302]: ‘That means that the expression

‘economic loss’ must be given its ordinary

meaning. That is extremely wide. In tort it includes

any fi nancial loss not consequent upon loss of or

damage to property in which the plaintiff has a

proprietary or possessory interest or consequent

upon personal injury to the plaintiff. It is diffi cult to

conceive how any of the claims by Alstom could be

for other than economic loss sustained by Alstom’.

Further [at 303]: ‘Alstom does claim additional

costs incurred in providing additional personnel and

resources in performing….work the responsibility

of YDRML …some of that might be described as

work having to be performed as a result of physical

damage to items of plant. However that does not

mean that Alstom’s claim is not for economic loss.’

And [at 304]: ‘there are no other claims by Alstom

which could be described as for other than

economic loss.’

Then fi nally [at 315]: ‘It follows…..that any

other claim by Alstom [other than for Liquidated

Damages and Performance Guarantee Payments]

for alleged breaches of contract by YDRML cannot

succeed and must be dismissed.’

It is worth noting that the exclusion clause in this

case was in bold and read:

‘Notwithstanding any other Article of this

(subcontract) (YDRML) shall not be liable for

any indirect, economic or consequential loss

whatsoever.’

This can be contrasted with the clause under

consideration in the Peerless case, which provided

‘As a matter of policy, Environmental Systems does

not accept Liquidated Damages or Consequential

Loss.....’.

Another key aspect which emerged is that

‘consequential loss’ must always be read in

the context in which the term arises. Bleby J’s

conclusion was made in light of YDRML’s exposure

Page 3 Constructive Notes - March 2014 © Carter Newell 2014

Constructive Notes - March 2014 © Carter Newell 2014

to the exclusive remedies of Liquidated Damages

and reimbursement of Performance Guarantee

Payments.

The fi rst mentioned point had also been made clear

by Master Sanderson in Valentine Estate Pty Ltd

v SMEC Australia Pty Ltd [2010] WASC 319, in

which the Master said:

‘The phrase ‘indirect, consequential and special

losses’ is not a term of art. It has no fi xed

meaning. The meaning of the phrase depends

on the intention of the parties in the particular

circumstances, as determined by the contract

in which the phrase is used. The contract must

be read as a whole and considered in light of

admissible background material’ : see MGC

Properties Pty Ltd v Tang (2009) QSC 322

(23) - (25) (Douglas J).

That same case on appeal (SMEC Australia

Pty Ltd v Valentine Falls Estate Pty Ltd [2011]

WASCA 138) suggests that the interpretation

of such a clause in a particular factual matrix is

unlikely to be considered as an appropriate matter

to be determined summarily.

When considering the context in which the words

‘consequential loss’ appear, the case of MGC

Properties (referred to above) made a distinction

between the appearance of those words in what

it referred to as ‘an exemption clause’ (noting the

provision of such a clause in the Peerless case;

together with guarantees, penalties and limited

warranties), as opposed to those words being

construed in the context of a provision in an

indemnity.

In that case, the Judge accepted the submission

that there was ‘no good reason’ to limit the

losses indemnifi ed to ancillary losses rather than

the central loss applying from the default by the

principal debtor, and in doing so noted that ‘the

loss covered is consequentially upon the default of

the debtor in the performance of its obligations ...

(which) ... must include ... the loss suffered by nonpayment

of the guaranteed money’s.’

The most recent relevant authority is the decision

of Martin J in Regional Power Corporation v

Pacifi c Hydro Group Two Pty Ltd (No. 2) [2013]

WASC 356.

In that case, Regional Power claimed Pacifi c

Hydro’s failure to operate the power station was

a breach of the agreement and sought damages

for the cost of sourcing alternative power that it

was contractually obliged to supply. In response,

Pacifi c Hydro argued the claimed losses were

‘indirect’ or ‘consequential’ and therefore it was not

liable under the agreement.

The Judge held that the losses were ‘direct losses’

and allowed their recovery.

It has been observed by commentators that

the reasoning is signifi cant, as in confi ning the

defi nition of ‘consequential loss’ in Peerless to the

facts of that case, the Court effectively confi rmed

that the meaning of ‘consequential loss’ had to be

determined on a case by case basis.

Relevantly, the clause under consideration in that

case read:

‘Neither ...[party]....shall be liable to the other

party in contract, tort, warranty, strict liability,

or any other legal theory for any indirect,

consequential, incidental, putative or exemplary

damages or loss of profi ts’.

It was noted by the Judge [at 51] that: ‘The

defendants particularly invoke and seek

protection from the force of the words ‘indirect’

and ‘consequential’ ....to ground their conceptual

resistance to the plaintiff’s claimed economic

damages’.

The damages sought by the plaintiff, which included

the costs of hiring diesel generators to generate

replacement electricity as well as costs of diesel

fuel, travel, accommodation etc, were referred

to by the Judge [at 114] as ‘economic losses or

damages’ [it should be noted that there was no

proscription in that case against the recovery of

‘economic loss or damage’, but rather a specifi c

proscription against recovery of ‘loss of profi t’, the

Judge noting [at 75] that these are ‘....of a genre

loss or damage expressly addressed and excluded

under ..[the clause]...’ ]

Elsewhere his Honour observed [at 58] ‘Arguably

if Hadley v Baxendale were to be decided in

2013 instead of 1854, the plaintiff may well have

succeeded in showing its claim for loss of profi ts

as being within the fi rst limb of that test, that is,

damages arising in the ordinary course’.

Then [at 92], when commenting upon Peerless,

his Honour noted that the observations [from the

decision] ‘... do not explicitly identify what is a

‘normal measure of damages’. Nor would they

explain why, as the sentence...seems to suggest,

‘profi ts lost or expenses incurred through breach’

must invariably fall outside the scope of a ‘normal

measure of damages’’.

And then [at 96]: ‘To reject ....the Hadley v

Baxendale dichotomy as to remoteness of loss,

www.carternewell.com Page 4

Constructive Notes - March 2014 © Carter Newell 2014

only to then replace that approach by a rigid

touchstone of the ‘normal measure of damages’

and which always automatically eliminates profi ts

lost and expenses incurred, would pose equivalent

conceptual diffi culties.’

The Judge made a number of salient observations

about the clause under consideration that appeared

to inform his thinking.

Firstly, his Honour noted that the clause was to be

assessed as a limiting clause, rather than a clause

of complete exclusion, his Honour noting [at 81]

‘Direct losses for breach of the ... [contract] ...are

obviously not excluded by its terms’.

His Honour then noted that the limitation against

liability had been assembled on a ‘mutual basis’,

rather than unilaterally favouring one party over

the other, and accordingly there was potential

on a case by case basis for limitation outcomes

benefi ting either side, depending on the presenting

circumstances of an asserted contractual breach.

The separation of the words ‘consequential’ and

‘incidental’ was thought to be relevant by his

Honour, such that the clause not only limited liability

for indirect losses but also for ‘consequential

losses’ [at 99] and was to be read [at 81] as

‘indirect or consequential damages’ or ‘indirect or

consequential loss’ [his Honour not expressing a

view as to whether there was, in fact, a distinction].

His Honour also thought that a number of features

of the clause demonstrated its ‘discernible width’,

including the use of the word ‘any’ to preface what

followed to the end of the sentence within the

clause.

In reaching his ultimate conclusion [that the

plaintiff suffered ‘direct’ loss], his Honour identifi ed

assistance he had taken from the approach of

Ryan J in GEC Alstom Australia Ltd v City of

Sunshine (No. BC 9600288), 20 February 1996, in

which his Honour had said [at 53 – 55]:

‘In reply, Sunshine has submitted that direct

losses are limited to items of expense to the

extent that they exceed actual income no

element of profi t is recoverable...’. .... I have

concluded that I should not give the phrase

‘direct loss’ the narrow construction suggested

by Sunshine. Rather I regard the indemnity

clause in its context [authors note : note the

possible relevance of this comment being

made in respect of an indemnity clause rather

than a limiting provision] as suffi cient to provide

an indemnity ... In respect of damage directly

fl owing from the breach of the obligation and

as wide enough to include lost revenue.....I do

not regard loss of revenue as consequential

loss.....the term ‘Consequential Loss’ connotes

a loss at a step removed from the transaction

and it’s immediate effects.’

Martin J then went on to say [at 113]:

‘Equally, I do not assess ..... [the claimed

expenditures] ...as being ‘consequential’. At its

widest, the word ‘consequential’ might always

be read as somehow responsive to something,

and thereby encapsulating almost every

economic outlay, following upon a breach.....

but that is not a sensible meaning to attribute

to the word ‘consequential’ when used in...[the

limitation clause]....in overall context.’

And [at 114]:

‘In the end, the character of the economic

losses or damages claimed here by the plaintiff

are properly assessed as direct in nature.’

Principles to be derived from the

decisions

Clauses such as those considered above are either

exclusory in nature or are a limitation clause (in

terms of placing limits on categories of loss which

are recoverable). Before any clause will be found

to have taken away a parties right to damages for

breach of contract, it will have to be clear that this

is its intent.

Many of the cases referenced do not consider a

defi nition of ‘Consequential Loss’ but rather the

meaning and effect of the term in a clause more

broadly under consideration. Accordingly, while

cases that consider the term in isolation will be

relevant in seeking to discern the meaning of that

term, where the defi nition of ‘consequential loss’

extends to a number of other categories of loss,

each will have to be separately considered for its

meaning and effect.

The law in this area is, however, clearly now

attendant with some uncertainty in view of there

being recent superior court decisions in three

different States that appear to have embraced

somewhat differing approaches.

As has been observed, there does not, with

respect, seem to be a reason why ‘profi ts lost or

expenses occurred through breach’ might not, in

certain circumstances, amount to ‘normal loss’,

notwithstanding the seemingly pronoucement to

Page 5

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The material contained in this newsletter is in the nature of general comment only, and neither purports nor is intended to be advice on any particular matter. No

reader should act on the basis of any matter contained in this publication without considering, and if necessary, taking appropriate professional advice upon

his own particular circumstances.

© Carter Newell Lawyers 2014

Brisbane

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Phone +61 7 3000 8300

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Phone +61 2 9241 6808

All correspondence to:

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www.carternewell.com

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the contrary by the Victorian Court of Appeal in the

Peerless case.

Two cases referred to in Pacifi c Hydro, which

infl uenced Martin J in arriving at his decision that

direct losses in the contemplation of the parties at

the time of entry into the contract were not excluded

by the ‘indirect, consequential loss or damages’

clause, were concerned with the meaning of the

term ‘consequential loss’ in the context of an

indemnity provision, rather than an exclusory or

limiting provision. The author would query whether

the differing context means differing considerations

should, in fact, apply.

It should be noted that the Judge in the Alstom

case essentially concluded that the expression

‘indirect or consequential loss’ meant [in the

circumstances of that contract; i.e. other than those

giving rise to the payment of liquidated damages

and reimbursement of performance guarantee

payments]:

‘...any loss consequential or following, immediate

or eventual, fl owing from a breach of contract’ [at

290] and was therefore excluded from coverage.

There seems to be little support for that notion in

the judgment of Martin J in Pacifi c Hydro, where

his Honour, while noting that possible construction

stated [at 113]:

‘But that is not a sensible meaning to be

attributed to the word ‘Consequential’ when

used within ... [the limitation clause] … in an

overall context.’

The author respectfully prefers that latter view and

considers that this approach is more likely to fi nd

support going forward.

The expression not considered in the context of the

limitation clause in Pacifi c Hydro was ‘economic’ in

the sense of economic loss or economic damage.

Martin J did however [at 114] seem to characterise

the losses sought to be recovered by the plaintiff in

that case as being ‘economic losses or damages’.

It is not entirely clear whether his Honour in doing

so was merely adopting the characterisation

promulgated by the plaintiff and defendant

For example, earlier at paragraph 52 of the

judgment it is said: ‘The defendants contend the

plaintiff’s para 21 economic loss damages as

pursued must properly be characterised as ‘indirect’

or ‘consequential’ damages [or loss]’.

The expression ‘economic loss’ was however

considered in the Alstom case, with potentially

startling consequences, given that his Honour took

the view that all of the claims by Alstom, including its

claims for breach of contract, including delay costs

and additional costs allegedly incurred by Alstom

were ‘economic’ in nature and that therefore those

claims could not succeed in light of the exclusion

clause and had to be dismissed [at 315].

This seems to be contrary to the approach taken

by Martin J in Pacifi c Hydro (albeit in the context

of a clause containing the expression ‘indirect,

consequential loss and damage’ rather than

‘economic loss or damage’) and if it were to arise

for consideration in the context of a defi nition of

‘Consequential Loss’, would refl ect an outcome not

ordinarily thought to be the result of a clause (and

defi nition) styled in that manner.

It also seems to the author that the reference to

‘economic loss’ when considered in the context of

a clause that specifi cally refers to tortious liability,

may just as readily be construed and understood

as a reference to [pure] economic loss.

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