AXA Sun Life Services v Campbell Martin [2011] EWCA Civ 133

KEY POINTS

• The exclusion clause in the agreement did not protect AXA Sun Life Services (AXA) from liability for fraudulent misrepresentation.

• The court held that the exclusion clause, which sought to limit AXA's liability for statements or representations unless they were in writing, did not apply to fraudulent misrepresentation.

• Exclusion clauses will not automatically protect a party from liability for fraudulent misrepresentation unless they explicitly cover such situations.

FACTS

• Appellant AXA Sun Life Services (AXA) and respondent Campbell Martin (Martin) entered into an agreement concerning the transfer of pension policies.

  • Their agreement contains a clause which states that it “shall supersede any prior promises, agreements, representations, undertakings or implications whether made orally or in writing…”

• During the negotiations, AXA made various representations regarding the policies, which were later found to be false and misleading.

• Martin initiated legal proceedings against AXA, claiming damages for misrepresentation and breach of contract.

COMMENTARY

• The decision in this case underscores the importance of precision and clarity in exclusion clauses.

• It highlights the need for parties to draft exclusion clauses with care and specificity to ensure their intended limitations and protections are clearly expressed.

• General or ambiguous exclusion clauses may not suffice to exclude liability for serious matters like fraudulent misrepresentation.