The High Court has ruled that Kennedys Dubai LLP may rely on a £3 million liability cap in its retainer with Convrgnt Value Engineering LLC after finding that the Unfair Contract Terms Act 1977 did not apply to an agreement overwhelmingly connected with Dubai.
In Convrgnt Value Engineering LLC v Kennedys Dubai LLP [2026] EWHC 1754 (Ch), Caroline Shea KC, sitting as a Deputy High Court Judge, determined four preliminary issues on 13 July 2026 before the professional negligence claim proceeds.
CVE instructed Kennedys Dubai in 2013 to pursue claims against Emaar Properties PJSC arising from a residential construction project in Dubai. The company recovered AED22.68 million, together with interest and the return of a performance bond, but later alleged that Kennedys Dubai had failed to recover more than £15.8 million in further sums.
Kennedys Dubai denies liability and relied alternatively on clause 14 of its terms of business, which limited liability arising from the retainer to £3 million.
The decision separates the parties’ choice of English law from the statutory protections that would apply without that choice. Under the Rome I Regulation, Kennedys Dubai’s habitual residence initially pointed to England because its central administration was located there.
The judge rejected the firm’s argument that its Dubai office was a branch for the purposes of Article 19(2), but held under Article 4(3) that the retainer was manifestly more closely connected with Dubai.
The mandate concerned a UAE construction project, UAE parties and Dubai court proceedings, was performed by Dubai-based lawyers and was paid for in UAE currency. Section 27 of UCTA therefore prevented CVE from relying on the Act because Dubai law would otherwise have governed the agreement.
The court took a less favourable view of the cap itself. Caroline Shea KC found that the £3 million limit would have failed UCTA’s reasonableness test had the legislation applied. The judge pointed to the disparity between the cap and Kennedys Dubai’s substantially higher professional indemnity cover, the scale of the anticipated recovery and the absence of a convincing explanation for the figure selected.
The judge also held that the cap extended to claims based on failure of consideration and money paid by mistake. CVE’s arguments under the Misrepresentation Act 1967 and estoppel failed because the alleged representation had not caused its managing director to refrain from reading the terms.
CVE was represented by Nicholas Bacon KC, Nikki Singla KC, Nik Yeo and Chris Greenwood, instructed by Lewis Silkin LLP. Roger Stewart KC and Ben Smiley appeared for Kennedys Dubai, instructed by Clyde & Co LLP.
The substantive claim remains to be determined, with Kennedys Dubai entitled at this stage to rely on the £3 million cap, while firms handling overseas mandates should record why any liability limit reflects the value of the work, available insurance and the law that would govern without an express choice.