An indemnity is not a blank cheque: Wood v Capita on contract wording
Wood v Capita shows why a loss must fit the wording that triggers an indemnity, read alongside the rest of the agreement.
The heading “indemnity” tells you less than the events the clause actually covers. A business dispute becomes clearer when the alleged trigger, loss and notification history are listed separately.
Jurisdiction discussed: England and Wales. Case: Wood v Capita Insurance Services Ltd [2017] UKSC 24. Judgment date: 29 March 2017.
What happened and what the Court decided
Following a company acquisition, concerns about insurance sales led to a review, regulatory reporting and customer compensation. The buyer sought recovery under an indemnity in the share purchase agreement. The Supreme Court dismissed the buyer’s appeal, accepting that the clause’s specified trigger did not cover the circumstances relied on. It read the words together with the agreement’s wider allocation of risk, including separate warranties.
What the decision does not settle
The judgment did not say indemnities are always narrow or that context is irrelevant. It explained how wording and context work together. A different clause may allocate risk differently, and an indemnity claim must not be confused with a separate warranty claim or its notification requirements.
Preparing for a consultation
- Gather the whole agreement, schedules, amendments and any relevant disclosure documents.
- Create a timeline of the event, discovery, third-party complaint, regulatory contact and notices sent.
- List the claimed losses and supporting records without assuming that every cost falls within the same clause.
Questions to take to a lawyer
- What event must occur before this particular clause is engaged?
- How do warranties, exclusions and notification provisions interact with it?
- Which losses, notices and dates need to be checked against the actual contract?
To explore the product’s browsing and consultation flow, see how LegalPath works. Check a lawyer’s listed region and practice areas before contacting them; an English blog article does not establish local lawyer availability in the app.
Official sources
Sources checked on 19 October 2026. The press summary assists readers but is not part of the judgment’s reasons. This article is a case-reading note, not advice on an individual matter. Current law, later decisions and any procedural deadlines require separate checking.