D's employee worked at P's factory, employee started fire to keep warm on night shift & accidentally caused £615 000 damage to factory
exemption clause D's: ..under no circumstances be responsible for any injurious act or default by any employee... unless such act or default could have been foreseen and avoided by the exercise of due diligence on the part of [the defendants]...
P argued clause not apply due to fundamental breach of contract
can exemption clause exclude liability for very serious breach?
D could rely upon clause: wording clear & parties equal bargaining power when making contract
matter of construction whether exemption clause covers breach , no rule of substantive law to prevent reliance on clause even if very serious or deliberate breach
Lord Wilberforce: .. significant that Parliament refrained from legislating over the whole field of contract. After this Act [UCTA 1977], in commercial matters generally, when the parties are not of unequal bargaining power, and when risks are normally borne by insurance, not only is the case for judicial intervention undemonstrated, but there is everything to be said, and this seems to have been Parliament's intention, for leaving the parties free to apportion the risks as they think fit and for respecting their decisions...
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