A no-fault termination right will not automatically cap lost-profits damages
In Onecom Group Ltd v EVE Connect Ltd [2026] EWHC 2723 (Comm), decided on 23 October 2026, the High Court refused to strike out a loss-of-profits claim that ran about 22 years after termination. This article sets out what the court decided and what contract drafters should take from it.
In Onecom Group Ltd v EVE Connect Ltd [2026] EWHC 2723 (Comm), decided on 23 October 2026, the High Court refused to strike out a loss-of-profits claim that ran about 22 years after termination. This article sets out what the court decided and what contract drafters should take from it.
The application
The defendants applied to strike out or obtain summary judgment on a loss-of-profits claim running about 22 years after termination.
In Onecom Group Ltd v EVE Connect Ltd [2026] EWHC 2723 (Comm) (Dias J, 23 October 2026), the dispute arose under a telecoms master services agreement.
The defendants relied on Lavarack because the contract could have been ended without cause on 28 February 2026.
What the court decided
The court dismissed the application and held it arguable that the question is whether the defendants would, not merely could, have terminated.
The court dismissed the application. It was arguable that the question is whether the defendants would, not merely could, have terminated, which is a matter of fact.
The claimants must replead their counterfactual.
What it means for long MSAs
Suppliers and customers on long MSAs should expect that inquiry and draft termination, liability cap and loss-of-profit exclusion clauses accordingly.
Suppliers and customers on long master services agreements should expect this kind of inquiry into what would have happened.
Termination, liability cap and loss-of-profit exclusion clauses should be drafted with it in mind.
What is not verified
This is a strike-out decision, not a final ruling on the claim.
The decision concerns a strike-out and summary judgment application only. The judgment should be read in full, and the claim has not been decided on its merits.
Questions this raises
Questions this development tends to prompt, answered directly.
What did the court decide?
It dismissed the application to strike out or obtain summary judgment. It was arguable that the question is whether the defendants would, not merely could, have terminated.
Is this a final ruling on lost profits?
No. It is a strike-out and summary judgment decision. The claimants must replead their counterfactual.
What should drafters do?
Draft termination, liability cap and loss-of-profit exclusion clauses with this inquiry in mind.
Sources
- Onecom Group Ltd v EVE Connect Ltd [2026] EWHC 2723 (Comm), High Court (Commercial Court), Dias J, 23 October 2026.
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This article is general information. It is not legal advice and does not create a solicitor-client relationship. Summarised from the judgment record. The judgment should be read in full before it is relied on. Dhruve to confirm the neutral citation. Take specific advice on your own arrangements.