Perpetual contracts and commercial sense: Anglo-French perspectives

This opus discusses the desirability of enforcing agreements made in perpetuity by contracting parties in English law. It uses the case of Zaha Hadid Limited v Zaha Hadid Foundation [2024] EWHC 3325 (Ch) as a central illustration and draws on lessons from French law to suggest possible developments within English law. It ultimately contends that Zaha Hadid was partially wrongly decided and seeks to construct a doctrinal framework opposing the entrenchment of perpetuity in English law, while aligning it more closely with neighbouring jurisdictions, including other common law systems. The paper challenges the traditional dichotomy between objectivity and subjectivity in contractual interpretation and argues for a broader interpretative principle in which construction and implication operate as two sides of the same coin. In doing so, it distinguishes between indefinite and fixed-term agreements and lays the groundwork for contesting perpetuity in modern contracts on the basis of common sense, commercial good sense and logical coherence.