Insurance · Insurance fee-earner, broker-facing counsel, in-house claims lead
Read a policy wording for a coverage question
A manufacturer has suffered a loss following a supplier's failure and wants to know whether its business interruption cover responds. The review traces the operative clause, the exclusions and the conditions in the order they actually apply.
The problem
Step 01 of 05
Add the policy and the loss papers
The policy wording, the schedule, the endorsements, the broker's summary and the client's loss narrative go on one matter.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 05
Trace the coverage in order
Prepare for: Work-Stream Memo. The operative clause is tested first, then the extension relied on, then the exclusions, then the conditions, each with the wording quoted.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 03 of 05
Read the extension analysis
The supplier extension is engaged but carries a named supplier requirement, and this supplier is not named in the schedule.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 04 of 05
Check the conditions
The notification condition is a condition precedent on its wording, and the memo compares the notification date with the date of discovery on the file.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 05 of 05
Sign off with the arguments both ways
The partner reviews a memo that sets out the insurer's likely position as well as the client's, and ticks the items on the evidence still needed.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
What comes back
A document, not a transcript.
- A coverage trace in order, from operative clause through extension, exclusion and condition.
- The named supplier requirement in the extension, with the schedule entry that does not match it.
- The notification position, with the date on the file set against the condition's wording.
- The insurer's likely arguments written out alongside the client's, rather than only one side.
Authorities it checks
- Insurance Act 2015, s 11
- Financial Conduct Authority v Arch Insurance (UK) Ltd [2021] UKSC 1
- Arnold v Britton [2015] UKSC 36
What it does not do
- It does not quantify the loss, which is an accountant's exercise the memo points to.
- It does not notify the insurer or correspond with the broker.
- It does not treat an arguable coverage position as a settled one, and it says which way each point could go.