Non-contractual obligation

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From the “shoot me now” file, the idea of a “non-contractual obligation” is relevant to:

(a) the terminally pedantic and

(b) those splendid, if terminally pedantic, folk whose handmaiden is the Rome II convention on governing law.

“Non-contractual obligations” includes claims based on tort (such as negligence), breach of competition law and breach of statutory duty which may nonetheless arise out of a contract without amounting to a breach of it. As you can imagine, this happens a lot in the context of financial markets transactions.

There is bound to be some well-meaning member of the bourgeoisie who will hold-up the conclusion of your deal because there is no mention of non-contractual obligations in the governing law clause. You are best just to smile your kindest smile and, on the inside, wish a plague upon them and their houses, as you insert the language. Don’t even try adding in a sardonic “for the avoidance of doubt”, tempting though it may be — it may be justified, but they won’t like it and your best outcome is to be shot of this person and their ghastly document as quickly as you can.

See also

• Rome II
• Governing law
• Non-exclusive jurisdiction