EURO LIT INSIGHTS

Contract Adjustment In The Event Of Inflation And Crises: When The World Is Upside Down, What Are The Implications For Ongoing Agreements?

by Thomas Hauss and Tobias Meyer | May 23, 2025 | Litigation, Germany

The economic environment has changed dramatically in recent years. COVID-19, the war in Ukraine, geopolitical conflicts, supply chain disruptions, skyrocketing prices for raw materials and energy, and natural disasters all highlight the fragility of international supply relationships. But what does this mean in concrete terms for companies and their contractual arrangements? What happens if a contracting party is suddenly no longer able to deliver or if the agreed prices are no longer sufficient for economic viability?

In this post, we explore the legal options available under German law to adjust contracts in response to changing circumstances.

Interference with the Basis of the Agreement: When the Foundation Shifts

Under German law, a contracting party may demand an adjustment to the agreement if the circumstances that formed the basis of the contract change significantly after its conclusion, and continued adherence to the contract would be unreasonable for that party (so-called “interference with the basis of the agreement”, according to Section 313 (1) of the BGB, the German Civil Code). If a contractual adjustment is impossible or unreasonable for one party, it may even request rescission of the agreement by withdrawal or termination, as codified in the BGB.

However, such an adjustment or

Analysing the Case of Krishna Holdco Ltd v Gowrie Holdings Ltd: Insights into Litigation Privilege Executive Summary

by Jack Thorne and Briana Walley | Apr 8, 2025 | Insolvency, Litigation, Court Judgment, United Kingdom

Executive Summary

In a recent judgment, the High Court in Krishna Holdco Ltd v Gowrie Holdings Ltd [2025] EWHC 341 (Ch) has found that litigation privilege did apply to a valuation report prepared for the potential sale of a subsidiary company because that sale was driven by litigation – namely a dispute between two shareholders. The court’s decision underscores the intricacies associated with determining the dominant purpose of a document for the purposes of a claim to litigation privilege, and advocates for an approach which considers the wider context in which a document has been created.

Background

The dispute between Krishna Holdco Limited (Krishna) and Gowrie Holdings Limited (GHL) centers around unfair prejudice proceedings, with Krishna having previously secured a judgment requiring GHL to purchase Krishna’s shares in their jointly owned company, LBNS. The case involves multiple parties, including individual respondents and several corporate entities, with the litigation primarily focusing on the valuation of Krishna’s shares and the associated disclosure of documents.

The conflict goes back to early 2019, when tensions arose between Krishna and GHL over the management and financial stability of LBNS. A critical issue emerged regarding the potential withdrawal of banking facilities by HSBC, allegedly due to

IBM United Kingdom Limited v LzLabs GmbH & Ors: A Landmark Case in Software Licensing and Unlawful Means Conspiracy

by Jack Thorne, Edward Perkins and Louis Gregory | Apr 8, 2025 | Court Judgment, Technology, United Kingdom

Introduction

In a recent judgment, the High Court found Swiss software development company LzLabs and Co-Defendants, including tech billionaire John Jay Moores, liable for breach of contract and unlawful means conspiracy.[1] The case involves allegations of software reverse engineering and breaches of licensing agreements. The court’s judgment not only highlights the complexities of software licensing, but also brings into focus the legal boundaries of interoperability and intellectual property rights.

Background

IBM developed its first mainframe computers in 1950s. These room-sized machines initially ran on vacuum tubes and were some of the very earliest commercially available computers. Today, IBM continues to market mainframe hardware and software descended from these pioneering models, which are relied on by 67% of the Fortune 100 companies. Mainframe systems are designed to reliably and securely process large volumes of information for institutions, running commercial databases, transaction services and customer applications.

On 15 August 2013, IBM entered into a licensing agreement with Winsopia Limited, a subsidiary of LzLabs, under the IBM Customer Agreement (ICA). The agreement allowed Winsopia to use IBM mainframe software, but imposed restrictions on reverse engineering and external distribution. These restrictions were intended to safeguard IBM’s proprietary technology and prevent unauthorised use

CJEU Ruling on Asymmetric Forum Selection Clauses

by Fabio Cozzi and Giulio Marconcin | Mar 18, 2025 | Arbitration, Italy

The Court of Justice of the European Union (CJEU) has recently ruled on the validity of asymmetric forum selection clauses, which grant one party the right to bring proceedings before multiple alternative jurisdictions while restricting the other party to a single forum

On 27 February 2025 (Case C-537/23), the CJEU clarified that, under the principle of contractual autonomy set out under Article 25 of Regulation (EU) 1215/2012 (known as Brussels I-bis), the imbalance characterizing any such clauses does not automatically invalidate them, provided that the parties have freely negotiated and consented to them.

Shareholder Rule Gets Short Shrift

by Kimberley Smith and Jannika Glendon | Jan 7, 2025 | United Kingdom

Derived from 19th century case law, the general school of thought has been that a company cannot assert privilege against its own shareholder, save in relation to documents that came into existence for the purpose of hostile litigation against that shareholder (the so-called “Shareholder Rule”).

In a judgment dated 27 November 2024, Mr Justice Picken (sitting in the English High Court) delivered a landmark ruling decisively rejecting the ‘Shareholder Rule’ on all bases (the Judgment). The Judgment represents a long awaited, significant, departure from what was considered to be a long-standing legal principle and seeks to align the concept of privilege under English law with contemporary corporate realities. The Judgment also clarifies the concept and scope of Joint Interest Privilege as a mater of English law.

Background

The Judgment was given in relation to ongoing group litigation brought by Aabar Holdings S.À.R.L (Aabar) and other shareholders against Glencore PLC (Glencore) involving claims under s. 90 and 90A of the Financial Services and Markets Act 2000 in relation to alleged (but in some cases admitted) misconduct by companies within the Glencore group. Within the context of the proceedings, a dispute arose as to whether Glencore would be entitled to assert

Contract Adjustment In The Event Of Inflation And Crises: When The World Is Upside Down, What Are The Implications For Ongoing Agreements?

Analysing the Case of Krishna Holdco Ltd v Gowrie Holdings Ltd: Insights into Litigation Privilege Executive Summary

IBM United Kingdom Limited v LzLabs GmbH & Ors: A Landmark Case in Software Licensing and Unlawful Means Conspiracy

CJEU Ruling on Asymmetric Forum Selection Clauses

Shareholder Rule Gets Short Shrift

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