UK: Commercial Court Rules Again On "Series Of Related Events" Language

Last Updated: 29 June 2011
Article by Anthony Menzies, James Crabtree and Susannah Wakefield

Beazley Underwriting Ltd & Anor v. The Travelers Companies Incorporated [2011]1

Commercial Court, 17 June 2011

In May 1997 the Defendant (Travelers) sold the Minet Group of broking companies to Aon. Under the terms of the deed of sale, Travelers agreed to indemnify Aon against any loss, liability, claim or cost relating to the conduct or business of the Minet Group and arising out of any event or matter occurring on or before the date of completion.

The deed also provided that where there was a continuing series of related events, occurrences or matters which otherwise amounted to an indemnified claim then all such events etc. occurring during the period of 12 months following completion would be deemed to have arisen or occurred prior to completion.

Travelers procured PI insurance to cover the liabilities assumed by them under the deed, on a claims made basis. The particular policies issued by the Claimants covered the period between the sixth and seventh anniversaries of the deed, and were the last in a series of three such contracts bought by Travelers.

The Minet book of business transferred to Aon included the Standard Life Assurance account, which Minet had itself acquired with its purchase of SRS Insurance Services in 1995. In particular, Minet/SRS had for some years been responsible for broking Standard Life's own PI insurance, and each year the cover was renewed on the same terms. After the transfer in May 1997, Aon continued to renew Standard Life's PI insurance on its predecessor's expiring terms.

As it turned out, so the court found2, those terms were inappropriate for Standard Life's requirements, because the excess provision (referring to each "claim and/or claimant") meant it was impossible for Standard Life to aggregate like claims from multiple consumers. The impact was felt acutely in the 1998-2001 policy period, broked by Aon, during which time Standard Life faced 97,000 claims for endowment mortgage mis-selling, generating an aggregate liability of more than £100m. Accordingly, Aon was held liable to Standard Life in negligence for failing to procure suitable insurance cover, for which Aon in turn looked to Travelers under the indemnity.

The present litigation was concerned with Travelers' corresponding claim against its own PI insurers. The latter denied liability on two grounds:

  1. that Travelers were not themselves liable to Aon under the deed; and
  2. that even if Travelers were liable to Aon there was no claim under the PI policy.

The Defendant insurers were successful on both counts.

Matters occurring after completion were subject to the indemnity in the deed only if they formed part of a continuing series of related events or matters existing before the completion date. That was not the position, on the facts of this case, so the court found. The particular instance of negligent broking that gave rise to Standard Life's claim was that committed by Aon in 1998. Even if that act of negligence took place within 12 months of the completion date (a point about which there was also a factual dispute), and even if it took an identical form to the prior acts of negligence committed by its predecessor, it was nevertheless a separate event or matter, rather than merely forming part of an earlier related series. Upon the 1998 renewal, Aon was subject to a distinct duty to Standard Life to procure a policy suitable for its needs. Accordingly, Travelers owed no liability to Aon under the deed.

Moreover, even if the position were otherwise, the court held that the Defendant insurers would have no liability to indemnify Travelers under the latter's PI policy. That policy responded only to Wrongful Acts committed by the insured (Minet) and its employees, not those of Aon. While the policy did extend to cover events during the 12 months after the completion date, but which related to Wrongful Acts committed before it, it remained a requirement that the said Wrongful acts were those of Minet. In this case, the negligence was committed by Aon, and so fell outside the policy coverage.

Result: Judgment for the insurers


1. [2011] EWHC 1520 (Comm)

2. In Standard Life Assurance v Aon [2008] Lloyd's Rep IR552

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions