I recently came across the High Court decision of HNW Lending Ltd v Lawrence [2024] EWHC 908 (Ch), which is a perfect example of how those “boilerplate” or “miscellaneous” provisions can radically shift the legal landscape.

Most people skim them. Some lawyers underestimate them. But this case shows: they can decide who can sue whom.

The Case in a Nutshell

HNW Lending arranged a loan for a borrower, Ms Lawrence. But HNW wasn’t the lender. It was a peer-to-peer investor who was simply identified as number 1 in the loan schedule. HNW acted as security agent, and the contract said it could enforce the loan and the charge on behalf of the lenders.

When Ms Lawrence didn’t repay, HNW tried to enforce.

Her argument? Only the lender could sue, not HNW. She relied on an earlier County Court decision that had said HNW couldn’t enforce in a similar case.

The dispute turned on the interpretation of section 1(1) of the Contracts (Rights of Third Parties) Act 1999 (“1999 Act”), particularly whether the loan agreement’s clause 26.7 was enough to give HNW standing as a third party. The clause stated that HNW could “take the benefit of and specifically enforce each express term of this Loan Agreement and any term implied under it pursuant to the [Act]”.

What the High Court Decided

• A contract can expressly allow a third party to enforce a term even if no “direct benefit” is conferred. That’s enough under the 1999 Act.

• Clause 26.7 did expressly give HNW enforcement rights equivalent to the lender and was drafted with the 1999 Act in mind.

Why This Matters

• Clear drafting on third-party enforcement isn’t optional.

• If you want a third party to enforce, say so.

• If you don’t, exclude it explicitly.

• Ambiguity invites litigation — in this case, a High Court dispute over a clause many people would label “miscellaneous” or “boilerplate”.

Practical Takeaways

• “Boilerplate” clauses can determine enforcement rights.

• Third parties don’t need to receive a direct contractual benefit — only express permission to enforce.

• Peer-to-peer and agent-based lending structures must review standard wording in light of this case.

• An appeal may follow, but for now this is a key authority in an area with little precedent.

My takeaway: Those final pages of the contract aren’t filler and shouldn’t be skipped over! If you draft, negotiate, or rely on contracts with agents or third-party enforcement mechanisms, this case should be on your radar.