March's Senior Counsel session featured Radius Law’s Iain Larkins and Sandra Martins as they provided a detailed look into the prodigious updates to notable commercial law developments and their wider implications for the world of business. They focused on environmental, social and governance (ESG), changes to consumer law, competition law, data protection developments, and changes to employment law.
The main case that Iain highlighted was that of Topalsson GmbH v Rolls-Royce Motor Cars Limited [2024] EWCA Civ 1330​, which involved an appeal by Topalsson against a High Court decision concerning the application of liability caps in a terminated contract. The liability cap as a clause in the contractual agreement between the two parties read: ‘the total liability of either Party to the other under this Agreement shall be limited in aggregate for all claims no matter how arising to the amount of €5m’. In the course of the initial proceedings, the High Court found that Rolls Royce had a valid claim of €8m against Topalsson and that Topalsson had a valid counter claim of €800,000 in unpaid charges. The subsequent appeal then arose and revolved around the question of how much Topalsson should pay Rolls Royce in damages, with both the High Court and the Court of Appeal arriving at different figures. The High Court’s approach concluded that Rolls Royce was to be awarded the full €5m by applying Topalsson’s €800k counterclaim at the first instance, thereby reducing the €8m to €7.2m and then applying the €5m liability cap to the remaining €7.2m. The Court of Appeal disagreed with this approach, instead opting to initially apply the €5m liability cap to the original €8m claim, thus creating a €5m sub-total. Topalsson’s €800k counterclaim was then to be deducted from this sub-total, resulting in a final sum of €4.2m to be awarded to Rolls Royce. The Court of Appeal’s decision serves as an important reminder for practitioners to be precise and explicit in their wording when drafting contracts that insert liability cap clauses. Do you intend for the liability cap to apply to the net amount of liability or the gross amount?
Another case that Iain showcased was Ure Energy Limited v Notting Hill Genesis [2024] EWHC 2537 (Comm) in which the High Court ruled that an energy supplier had not waived its right to terminate a customer contract despite continuing performance for six months after the right to terminate first arose. The court found that a party can only waive a right if it has actual or blind-eye knowledge of the right to terminate and that, in this case, the relevant individual had neither of these. Despite the fact that the contract did include a standard no waiver clause, the court clarified that this clause would not have aided the energy supplier, as such clauses typically only preclude waiver by omission, not positive acts.
The case of EE Limited v Virgin Mobile Telecoms Limited [2025] EWCA Civ 70​ concerned the exclusion of liability, as the Court of Appeal considered EE’s claim that Virgin had breached the exclusivity clause of their Telecommunications Supply Agreement (TSA). The court dismissed the appeal, ruling that EE’s claim was eliminated by a very wide exclusion clause that was inserted into their TSA. This exclusion clause read: ‘neither Party shall have liability to the other in respect of anticipated profits’. Despite the debate surrounding the meaning of ‘anticipated profits’, the court found that the exclusion clause was clear and unequivocal in excluding such claims.
Iain also drew attention to Zaha Hadid Ltd v The Zaha Hadid Foundation [2024] EWHC 3325 (Ch)​, a case which involved a trademark licence which only allowed the licensor to terminate. The licensee argued that, logically, it must have an implicit right to terminate, as otherwise the contract could be indefinite. The Licensee also argued that if the licence agreement was indefinite, it was a restraint of trade. The court dismissed the licensee’s arguments, stating that the contract was clear and unambiguous, and that the court was unwilling to imply terms into it. This decision ​therefore clarifies that indefinite contracts are in fact valid.
Other notable legal developments this year include the Government’s reclassification of the definition of a company’s entity type, as outlined in .
Moving on to the important topic of ESG, Iain noted the announcement of a by the Joint Committee on Human Rights. The inquiry will examine the UK’s legal and voluntary frameworks underpinning the UK’s response to forced labour in international supply chains, questioning whether the obligations created by the Modern Slavery Act 2015 are effective in preventing goods with international supply chains linked to forced labour being sold on the UK market.
Similarly, the EU has seen the adoption of the EU CSDDD, that introduces stricter obligations for companies to exercise more effective monitoring and due diligence of their supply chains. It is worth noting that this directive may be subject to change following the ‘Omnibus proposal’.
Following this, Iain mentioned the Court of Appeal case Dhan Kumar Limbu & Ors v Dyson Technology Limited & Ors [2024] EWCA Civ 1564, in which the court allowed 24 migrant workers to proceed with claims against Dyson in English courts. The claimants are Nepalese and Bangladeshi migrant workers who allege that they were trafficked and subjected to forced labour and abuse while manufacturing components for the Dyson group in Malaysia.
For further exploration of this topic, Iain recommended Radius Law’s upcoming ‘Modern Slavery’ session on 30 April 2025.
On consumer law, Iain highlighted the key changes to the Digital Markets Competition and Consumers Act 2024. These changes involve new consumer enforcement powers, as well as new consumer protections that include tackling such as fake reviews and drip pricing.
Iain also mentioned the case of Michael Glaser KC & Anor v Katharine Jane Atay [2024] EWCA Civ 1111, in which the Court of Appeal ruled that the terms of a lawyer’s contract were unenforceable as they required their consumer client to pay full fees even if a hearing did not go ahead.
Further changes to the Digital Markets Competition and Consumers Act 2024 come in the form of new powers to intervene in mergers granted to the Competition Markets Authority (CMA). Other new, increased powers for the CMA include new extra-territorial rights, increased rights to collect documents at residential premises, and new document preservation rules.
Iain further noted that in February 2025, the UK’s Procurement Act 2023 . This introduces stricter measures against competition law breaches, including mandatory exclusions for suppliers found liable for the most serious anti-competitive practices. ​
On data protection, a key case was that of RTM v Bonne Terre Ltd & Hestview Ltd [2025] EWHC 111 (KB), which regarded the important issue of consent and the need for consideration of the context in which consent is collected. The court examined whether said context means that the standard of consent needs to be higher in certain circumstances (ie in the case of obtaining consent from vulnerable persons).
The European Data Protection Board has also published a new that states that Data Controllers’ obligations extend to the entire supply chain.
On the subject of AI, Iain noted the that, as of 2 February 2025, the first rules under the Artificial Intelligence Act (AI Act) have started to apply​. This includes the AI system definition, AI literacy, as well as a very limited number of prohibited AI use cases outlined in the AI Act that pose unacceptable risks in the EU.​
Sandra covered employment law updates, from new legislation in force, to what is to come in 2025 as well as a number of notable cases.
Sandra first detailed the Neonatal Care (Leave and Pay) Act that is to come into force in April 2025. This Act applies to children born on or after 6 April 2025 who are receiving seven or more consecutive days’ neonatal care after birth. All employees (irrespective of service length) will be entitled to take up to 12 weeks paid leave. If parents of the child have been employed for 26 weeks, then they are also entitled to statutory neonatal care pay. The Act also confers various employment rights such as:
These are in addition to existing family leave entitlements with further Government and ACAS guidance is expected to follow.
Other changes to legislation include the yearly increases to statutory compensation payments. From 6 April 2025, there is an increase for the:
Sandra also highlighted a series of amendments that have been made to the new Employment Rights Bill (which has passed its third reading in the House of Commons) and recommended the Government published to four consultations that ran at the end of 2024. Amendments to the act include:
Sandra also noted that the Government has implemented a new Race Equality Engagement Group (REEG), which has been established to provide a better understanding of the lived experience of ethnic minority people and ensure their views are represented in government decision making​.
The Government has also opened consultation on whether to extend the duty imposed on employers to report on ethnicity and disability pay gaps. Views are also to be sought regarding the measures proposed in the upcoming Equality (Race and Disability) Bill. The deadline for participation in this consultation is 10 June 2025.
Sandra then showcased the newly launched of academics with expertise and experience of neurodiversity. Their aim is to advise the government on improving employment prospects for those who are neurodivergent and on making workplaces more inclusive. Additionally, ACAS has released on neurodiversity at work, containing advice for organisations looking to become neuroinclusive.
Other new guidance by ACAS includes that of gender reassignment, that confirms that the protected characteristic of gender reassignment may include non-binary and intersex people. It also outlines steps that employers can take to prevent discrimination.
Finally, and with slight apprehension, Sandra outlined the details of a new call for evidence by the House of Lords Committee on Home-Based Working, as they seek written submissions on issues regarding the impact of remote and hybrid working in the UK. The deadline for participatory submissions is 10am on 25 April 2025, with the Committee planning to report their findings on 30 November 2025.
Recent employment law cases:
Sandra also provided a selection of new cases concerning employment law in 2025.
Kristie Higgs v Farmor's School [2025] EWCA Civ 109 involves the dismissal of a teacher for gross misconduct following a complaint from a parent that she had expressed ‘homophobic and prejudiced views against the LGBT community’ on Facebook​. The Court of Appeal held that the dismissal of an employee merely because they have expressed a religious or other protected belief to which the employer, or a third party with whom it wishes to protect its reputation, objects, would constitute as direct discrimination.
Carozzi v University of Hertfordshire and another [2024] EAT 169 is a case concerning harassment under the Equality Act 2010 in relation to comments made about the claimant’s accent. It was found that comments about an accent may be related to the protected characteristic of race and can amount to harassment if they are unwanted and reasonably have the purpose or effect of violating dignity​.
Sandra also mentioned the case of London United Busways Ltd v (1) Mr. V. De Marchi (2) Abellio [2024] EAT 191, which concerned the right to object in the Transfer of Undertakings (Protection of Employment), also known as TUPE transfers. Under regulation 4(7): employees will not transfer to the transferee and their employment will be deemed to be terminated at the transfer date without a dismissal or resignation. If the transfer involves (or would involve) a substantial change to an employee's working conditions to their material detriment, the employee can treat their employment as terminated (regulation 4(9)). This case confirms, for employees who object to transfer where the transfer would involve a substantial change in working conditions to their material detriment, that:
On unfair dismissal, Sandra noted the case of Mr P Easton v Secretary of State for the Home Department (Border Force) [2025] EAT 15, which concerned an employee who failed to disclose a previous gross misconduct dismissal via form or at interview​. This was discovered once employment had commenced, and the employee was subsequently dismissed for gross misconduct. This dismissal was deemed fair as the employer had reasonable grounds to believe that Mr Easton’s decision not to disclose the prior dismissal had been dishonest.
On unlawful deductions, Sandra raised the fact that the employment tribunal has held that the two-year backstop on unlawful deduction claims created by section 23(4A) of the Employment Rights Act 1996, is unlawful, having been introduced by regulations which were ultra vires section 2(2) of the European Communities Act 1972. This means that claimants could claim for underpaid holiday pay stretching beyond two years.
Finally, Sandra mentioned recent developments involving IR35. In Bryan Robson Limited v The Commissioners for HMRC [2025] UKFTT 56, the First-tier Tax Tribunal held that Bryan Robson was an employee for IR35 purposes under an Ambassador Agreement between Mr Robson’s limited company and Manchester United FC. He was deemed as an employee due to the performance of services such as the licencing of Mr Robson’s image rights and the expectation of a minimum number of personal appearances. Additionally, Sandra noted that, as previously detailed by Iain, the definition of a ‘small business’ is changing, therefore this will have an impact on the number of businesses that must comply with IR35. The earliest that a medium-sized company can qualify as ‘small’ is the tax year beginning 6 April 2027​.
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