- Project plans
- Project activities
- Legislation and standards
- Industry context
- Specialist wikis
Last edited 23 Jun 2021
Professional indemnity insurance clause in conditions of engagement
'Liability for any negligent failure by Us to carry out Our duties under these Terms shall be limited to such liability as is covered by Our Professional Indemnity Insurance Policy terms... and in no event shall Our liability exceed the fees paid to Us or £1 million whichever is the less'
The Defendants agreed their terms were 'standard terms'. This meant that S 3(2) of the Unfair Contract Terms Act 1977 applied which required an exclusion or limitation of liability to be reasonable. If not reasonable it was unenforceable.
The Defendants claimed the liability cap was reasonable and therefore enforceable because:
- The terms were clear, unambiguous and would have been understood by their client if the client had taken the trouble to read them.
- There was no inequality of bargaining position.
- The Claimants had not received an inducement to accept the terms.
- The Claimants had the time, opportunity and freedom to turn to an alternative project manager.
- Generally commercial parties should be left to apportion risks as they see fit.
The Judge decided the limit was unreasonable and therefore unenforceable. This was because the defendants had contracted to hold £10 million professional indemnity (PI) insurance which exceeded the liability cap. The Judge felt that the claimants had in effect paid for access to £10 million of PI cover, and so it was unreasonable to deny access to that insurance:
'The effect of upholding the limitation clause would be that, although the parties had contracted for the insurance of the risks and (implicitly) for the Trust to pay for that insurance, far the greater part of that insurance would be rendered illusory.'
NB: An additional ruling was made in this case in relation to a project managers duty to ensure a contract is entered into rather than relying on a letter of intent. See: Ampleforth Abbey Trust v Turner & Townsend Project Management.
 Related articles on Designing Buildings Wiki
- Ampleforth Abbey Trust v Turner & Townsend Project Management.
- 3D animation for insurance risk analysis.
- Contractors' all-risk insurance.
- Directors and officers insurance.
- Letters of intent.
- Professional indemnity insurance.
- Professional indemnity insurance in construction.
- Residual value insurance.
- Run-off cover.
 External references
- Unfair Contract Terms Act.
- The full decision: Ampleforth Abbey Trust v Turner & Townsend Project Management.
Featured articles and news
Advancing sustainable and regenerative project management.
Promised to be pragmatic and practical guidance.
Whilst replacement maybe preferred, its not always possible.
Dealing with draughts and reducing heat loss.
Managing Partner at Onyx and third gen project manager.
Expectation types, management and performance gaps.
Appointments, re-appointments and six changes a year.
New ways to manage the housing crisis.
Consortium seeks signatories for open letter by February 29.
Meaning, understanding and implementation.
From climate to cost to cold bridges and design flexibility.
In a changing world at the APM PM SIG conference.
The glass product that opened up new possibilities.
Campaigning for buildings of all periods.
Get to know the new requirements and the new terms.
The ultimate companion for building services excellence.