(Article from Insurance Law Alert, July/August 2026)
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Holding
The English Commercial Court dismissed a claim by CP Holdings and other hospitality companies seeking rectification (an equitable remedy by which the court can correct mistakes made in recording agreements in writing) of their 2019 global insurance policy with Assicurazioni Generali SpA, holding that pre-contractual communications established only a willingness in principle to consider such a clause, not a binding agreement on the term the insured later sought to add. CP Holdings Ltd., et al. v. Assicurazioni Generali SpA, et al. [2026] EWHC 1520 (Comm).
Background
CP Holdings operated hotels, workspaces, and restaurants across the UK, Czechia, Romania, Slovakia, and Hungary under a long-standing global insurance program underwritten by Generali. During the 2019 renewal, Generali required CP Holdings to move to a new policy wording at short notice. CP Holdings’ broker proposed including a “conformity clause,” under which the terms of the preceding year’s policy would prevail if the new wording disadvantaged the insured. Generali’s underwriter responded that Generali was “able to include a Conformity Clause (wording to be agreed),” but the parties never agreed on specific wording.
Following the COVID-19 pandemic, the 2019 Global Policy excluded CP Holdings’ business interruption losses under an infectious diseases exclusion. CP Holdings sought rectification of the 2019 policy to add a general conformity clause that would permit it to rely on the arguably more favorable 2018 policy wording. The claim depended on establishing that such a term had in fact been agreed at the time of renewal.
Decision
The court rejected the rectification claim. Analyzing the pre-renewal correspondence, the court held that Generali’s underwriter’s statement that it was “able to include” a conformity clause, subject to “wording to be agreed” reflected only a “willingness in principle” to negotiate such a provision. An objective reading of the pre-contractual correspondence did not establish that the parties had reached a binding agreement to include the particular term that CP Holdings sought through rectification.
Comments
The decision underscores the importance of ensuring that agreement on key terms is recorded unambiguously. Without a clear contemporaneous written record, it will be very difficult to prevail in establishing that such a term was agreed, or in a claim for rectification.