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The year 2025 saw a number of judgments of the Courts of England and Wales which help clarify and develop English law and are particularly interesting to those operating in the commercial sphere. They range from matters of contractual interpretation to the law on fiduciary duties, and from group litigation cases to international arbitration.
Contractual Interpretation
1. King Crude SA v Ridgebury November LLC [2025] UKSC 39
The UK Supreme Court clarified that the so-called “Mackay v Dick principle” — which would treat a condition precedent to a debt obligation as fulfilled if a party wrongfully prevented its satisfaction — does not form part of English law. The Supreme Court held that express or implied contractual terms prevail over fictional fulfilment of a condition precedent. The judgment clarifies what had previously been an ambiguous and long-debated feature of English contract law.
2. Campeau v Gottex Real Asset Fund 1 (OE) Waste SARL [2025] EWHC 2322 (Comm)
The High Court held that an exclusive jurisdiction clause within a contract can apply to claims brought by a third-party. It confirmed that third-parties who seek to enforce contractual rights must also comply with the contract’s terms. This case highlights the need for careful contract drafting regarding third-party rights.
3. Nationwide Building Society v The Bank of New York Mellon, London Branch and another company [2025] EWHC 1046 (Comm)
The Commercial Court held that the Second Defendant, a law firm, had a real prospect of establishing that the First Defendant owed contractual or tortious duties under a signing and closing agenda to confirm the listing of notes of which it was the trustee and paying agent. The case suggests that ancillary documents, if treated with formality and containing clear language, can create enforceable obligations separate from the main transaction documents. This is an important reminder that procedural documents can impose liability, highlighting the need for careful drafting and review.
4. Nova Leipzig SARL v Gravity Fitness Ltd [2025] EWHC 1262 (Comm)
The case confirms that the English courts will retain jurisdiction in cross-border disputes where there are strong connections to England, even if foreign law governs the contract. The Commercial Court refused to stay proceedings in favour of Germany, emphasising Gravity Fitness Ltd’s English incorporation and the location of key witnesses, and found the English court capable of applying German law. This case highlights that, absent an exclusive jurisdiction clause, parties face an uphill battle to move proceedings away from England when substantial links exist.
Civil Fraud, Director & Fiduciary Duties
1. Rukhadze and others v Recovery Partners GP Ltd and another [2025] UKSC 10
The Supreme Court reaffirmed that fiduciaries who breach their duties by exploiting business opportunities or confidential information for personal gain must account for all profits made, rejecting arguments that the courts should consider what would have been earned “but for” the breach. Any decision to that effect would be for Parliament to determine, and the courts will maintain a robust approach to fiduciary accountability. The case underscores the vital deterrent function of the profit rule and the risks directors and fiduciaries face if they misappropriate opportunities or information.
2. Bilta (UK) Ltd (in liquidation) and others v Tradition Financial Services Ltd; Nathanael Eurl Ltd (in liquidation) and another v Tradition Financial Services Ltd [2025] UKSC 18
This Supreme Court decision clarifies that liability for fraudulent trading under section 213 of the Insolvency Act 1986 is not limited to company insiders, but extends to any third-parties who knowingly participate in or facilitate fraudulent business activity, provided they have dishonest knowledge, including wilful blindness. The Supreme Court also held that limitation is not postponed for directors and liquidators during dissolution where a company is subsequently reinstated under the Companies Act 2006. This broadens the scope for liquidators to pursue third-parties involved in fraud and reiterates the importance of prompt action where limitation could be in issue.
3. Stevens v Hotel Portfolio II UK Ltd [2025] UKSC 28
The Supreme Court held that a dishonest assistant who facilitates the dissipation of trust property is liable to compensate the beneficiary, regardless of the origins of the trust property or whether it arose from a prior breach of trust. Profits made in breach of fiduciary duty are subject to an institutional constructive trust, and dissipation of this constitutes a distinct breach entitling the beneficiary to equitable compensation, with no set-off between connected breaches. The decision strengthens the proprietary rights of beneficiaries and highlights the exposure of dishonest assistants to liability, making clear that technical arguments about the provenance of trust funds will not shield wrongdoers from responsibility.
4. Hopcraft v Close Brothers Ltd; Johnson v FirstRand Bank Ltd; Wrench v FirstRand Bank Ltd [2025] UKSC 33
Undisclosed broker commissions in motor finance do not generally create fiduciary or bribery liability, but may result in unfair relationships under section 140A of the Consumer Credit Act (CCA), particularly where the commission is substantial and not properly disclosed to a commercially unsophisticated consumer. This judgment provides significant clarity for the motor finance industry, confirming the limits of fiduciary and bribery liability while reinforcing the protection afforded to consumers under unfair relationship provisions of the CCA.
5. Mitchell v Sheikh Mohamed Bin Issa Al Jaber [2025] UKSC 43
The Supreme Court reinforced the principle that fiduciaries misappropriating trust property cause immediate loss, unless they can prove a supervening event breaks the chain of causation. The case demonstrates that a director’s fiduciary duties are far-reaching and can continue after the loss of office.
6. Credit Suisse Life (Bermuda) Ltd v Ivanishvili [2025] UKPC 53
The Privy Council held that awareness of a misrepresentation is not required in deceit claims. The decision broadens the scope for claimants to pursue fraud-based claims and may increase the risk of liability for issuers under section 90A of the Financial Services and Markets Act 2000, possibly opening the door to arguments that awareness is not a prerequisite for loss arising from misleading statements or omissions.
7. Expert Tooling and Automation Ltd v Engie Power Ltd [2025] EWCA Civ 292
An agent arranging energy contracts owes a strict fiduciary duty of loyalty to its principal, requiring full and frank disclosure of all commission arrangements. The Court of Appeal also held that informed consent demands clear communication of material facts, including the amount and funding of commissions, regardless of the principal’s sophistication. The decision is subject to an application to appeal by Engie, but reflects the high standard of disclosure for brokers and outlines the limited circumstances in which parties paying commissions may be liable for breaches of fiduciary duty by agents. Following the Hopcraft judgment (detailed above), this case is now pending appeal to the Supreme Court.
Class Actions & Group Litigation
1. Evans v Barclays Bank Plc & others [2025] UKSC 48
In this landmark decision, the Supreme Court emphasised the importance of enabling the Competition Appeal Tribunal (CAT) to exercise its discretion as a specialist body when deciding whether opt-in or opt-out proceedings are more appropriate. In particular, it clarified that the merits of a claim and the practicability of opt-in proceedings are important factors in determining the appropriate procedural route, raising the threshold for opt-out certification in a concerted effort to limit the utilisation of opt-out proceedings as a means of leveraging weaker claims against corporate respondents.
2. Município de Mariana v BHP Group (UK) Ltd [2025] EWHC 3001 (TCC)
In a momentous mass tort decision, the English High Court held BHP UK strictly liable under Brazilian environmental law for the catastrophic collapse of the Fundão dam, finding it to be a “polluter” due to its control and oversight of the mining operations. The Court rejected limitation arguments and confirmed that English courts can adjudicate complex, foreign-law governed claims against UK parent companies for overseas environmental harm.
3. Wirral Council v Indivior Plc [2025] EWCA Civ 40
The Court of Appeal struck out a novel damages claim brought by a local authority seeking to recover the public costs of dealing with the opioid crisis, holding that English law does not permit recovery for “pure” public expenditure absent a recognised duty of care. The judgment reinforces the limits of tortious liability for manufacturers facing public nuisance-style claims and signals judicial caution toward US-style opioid litigation in England.
4. Sony Interactive Entertainment Europe Ltd and another v Alex Neill Class Representative Ltd and others [2025] EWCA Civ 841
The Court of Appeal allowed Sony’s appeal in part against certification of a £5 billion opt-out competition class action, tightening the standards for demonstrating common issues and workable methodologies for aggregate damages. The judgment underscores the English courts’ increasingly rigorous scrutiny of collective actions, particularly where claims allege abuse of dominance through pricing practices in digital markets.
5. Gutmann v Apple Inc and others [2025] EWCA Civ 459
The Court of Appeal upheld certification of a £1.5 billion opt-out competition class action against Apple, confirming that alleged “excessive pricing” can constitute an abuse of dominance even where prices are set through a commission-based app distribution model. The decision reinforces the UK’s permissive approach to collective competition claims and highlights continued litigation risk for global technology companies operating digital platforms.
International Arbitration
1. CC/Devas (Mauritius) Ltd and other companies v The Republic of India [2025] EWHC 964 (Comm)
The Commercial Court confirmed that India’s ratification of the New York Convention does not amount to a waiver of state immunity for enforcement of arbitral awards. The Commercial Court held that only a clear, express written agreement will suffice to waive immunity under English law, making it notably difficult to enforce such awards against states in England. This case is a reminder that state immunity remains a barrier to enforcement of arbitral awards unless explicitly set aside by the state itself.
2. Process & Industrial Developments Ltd v Nigeria [2025] UKSC 36
This landmark case first saw the English courts set aside a US$11 billion arbitral award after uncovering serious fraud, bribery, and procedural abuse by P&ID. In the latest judgment, the Supreme Court clarified that litigation costs should be awarded in the currency actually used to pay solicitors, unless this would be unjust or abusive, even where there had been a significant depreciation in the currency, which P&ID argued would lead to an unjust windfall.
3. Eronat v CNPC International (Chad) Ltd [2025] EWCA Civ 1054
The Court of Appeal confirmed that, where an arbitration agreement allowed for an appeal within 30 days after the decision is “rendered”, this referred to the date the award is made, not when it is received. Other contractual provisions (and the LCIA and ICC rules) used “rendered” in this context, and the arbitration agreement should be interpreted in a manner consistent with the rest of the contract. The judgment reinforces the need for precise contractual drafting in arbitration agreements.
4. VXJ v FY [2025] EWHC 2394 (Comm)
The High Court confirmed that the Arbitration Act 1996 allows only narrowly targeted disclosure from nonparties, rejecting VXJ’s bid for broad document disclosure from FY’s shareholders. The High Court made it clear that the mechanism for seeking disclosure under section 43 of the Arbitration Act 1996 is far more restrictive than party-to-party disclosure and cannot be used to compel nonparties to conduct general searches.
Technology & AI
Getty Images (US) Inc and others v Stability AI Ltd [2025] EWHC 2863 (Ch)
In one of the first major English judgments on generative AI, the High Court allowed Getty Images’ copyright and database rights claims to proceed, rejecting arguments that large-scale AI training automatically falls within “fair dealing” or technical copying exceptions. The decision signals heightened IP risk for AI developers and provides early guidance on how English courts will approach infringement claims arising from AI training and outputs.
For More Information
Members of the London litigation team are following developments in England & Wales litigation and arbitration. For further information on any of these cases or the topics they consider, you may contact the authors.
