How to Compare Joint and Several Liability with Several-Only Wording

Friday 9 October 2026 is the signature date. Anwen runs a 15-person UK own-brand of linen bread bags. The annual fee is £48,000. English law. Courts of England and Wales.

The packet — the papers you will actually sign — is a fulfilment MSA — a master services agreement. Porth Print Ltd packs. Porth Holdings Ltd is the parent. Both Anwen companies sign as customer.

The hidden risk is two labels on one loss. Slack treats them as the same promise. They are not.

For example, clause 4.2 is joint and several. Clause 18.2 is several only, notwithstanding 4.2. Schedule 6 is blank.

The September short-pack is 1,200 bags missing from a Cardiff retailer drop. The claimed loss is about £5,800. A side letter releases Porth Print Ltd for £4,000. It does not name Holdings.

The 1 October Slack is the pressure. Collect £5,800 twice. Parent still owes £1,800. Cap becomes £96,000. Invoice only the ordering company.

In practice, joint and several is one sum collected once. Several-only leaves an empty company’s share with the customer. The typical mistake is stacking the same loss.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How do you tell who can be asked for the whole sum?

Write the label before you write the money. Joint is one promise. Several is separate promises. Joint and several is one sum you may collect from either obligor. Do write who can be asked for the £5,800 once. Do not add a second £5,800 because the clause says “and several.”

Practical Law’s £1,000 illustration, checked 4 October 2026: joint and several is £1,000 in total, from either payer. Payment by one discharges the other. See Practical Law’s note.

A several promise of £1,000 each is two debts. Clause 4.2 does not say “£5,800 each.”

LexisNexis, updated 17 September 2026, says the creditor may recover the whole from any one. Payment by one discharges the others to that extent. See LexisNexis.

White v Tyndall (1888) 13 App Cas 263 is the silence citation. Both clauses here speak, and they clash.

What does several-only do to the unpaid share?

Several-only means each payer’s share, and the gap stays with the creditor. If Porth Print Ltd cannot pay, that unpaid share does not hop to Holdings. Do log the gap. Do not treat clause 18.2 as a promise that the parent fills it.

The LexisNexis glossary says the creditor cannot recover a defaulting party’s shortfall from the others, absent a guarantee. This MSA has none. See the several-liability glossary.

Schedule 6 is headed “Proportionate shares” and has no rows. A blank is not half and half.

Workflow: clause 4.2 → clause 18.2 → blank Schedule 6 → who bears the gap. Avoid writing “100% from the parent” on the several-only row.

How do you log contribution after one supplier pays more?

Contribution is the payer’s claim against the other supplier. It is not a second recovery of the £5,800 by Anwen. Do open a separate row. Do not add contribution on top of the short-pack as extra damages.

Section 1 allows contribution for the same damage, jointly or otherwise. The text is section 1.

Section 2 makes the amount just and equitable. The court may exempt, or award a full indemnity. See section 2. Do not invent a 50/50 for a blank Schedule 6.

Section 7(3) leaves an express contribution clause standing. This packet has none. Do not invent one. See section 7. Section 10 of the Limitation Act 1980 gives two years from accrual. Do not date the short-pack. See section 10.

When to reserve the other supplier on a release

A release of one joint or joint-and-several obligor can discharge the others. Do read the verb. Do not treat Holdings as still owing £1,800.

Chadwick LJ in Johnson v Davies, 18 March 1998, records the Deanplan rule. A release of one joint contractor releases the others. There is one obligation. A covenant not to sue is not a release. See Johnson v Davies.

Accord and satisfaction with one joint-and-several covenantor can release all.

The side letter releases Print from the September claims for £4,000. It reserves nothing against Holdings. Pause if Slack calls that a covenant not to sue.

Section 3 says a judgment against one joint obligor is not a bar to suing the other. See section 3. This letter is not a judgment. Do not use section 3 to save Holdings.

Parties can agree otherwise. Gateley, 27 November 2024, on Cynergy Bank Limited v Dinglis, says a guarantee may allow release of one surety without affecting the other. See Gateley’s note. That clause said so. This letter does not. Negotiate a reservation, or reject the letter.

On a several split, release of one usually leaves the other. Reserve rights anyway.

Which liability ceiling is one pot, and which is per supplier?

Clause 15 caps the aggregate liability of “the Supplier” at fees paid in the prior twelve months. That base on this renewal is £48,000. “Supplier” means both companies. The clause does not say “each” and it does not say “together.” Do mark one pot or two. Do not double the figure to £96,000.

The £5,800 sits under £48,000 either way. The number does not decide Friday. Check the label first.

Whether £48,000 is the right base, and which carve-outs sit outside it, is a different review: how to review an MSA liability cap. Leave the number there. A pre-loss limit can also cap contribution. It does not pick clause 15’s figure.

If Slack says joint and several makes the two suppliers partners, stop. A liability label is not that finding. The partnership hunt is how to review a no-partnership clause.

If a carve-out says gross negligence, leave that row closed. Do not define it here.

When to keep joint and several wording, switch, or walk

Keep clause 4.2 only if clause 18.2 is deleted or confined to promises that are truly separate. Keep it only if the side letter reserves Holdings. Switch to several-only only if Schedule 6 states each share and Anwen accepts the gap. Walk if Friday’s yes is the Slack sentence.

Clause 4.3 makes the customers joint and several for the fee. The vendor may ask Anwen Retail Ltd for the whole £48,000. Do not sign on “only the ordering company.”

Creditors often want this label so they can proceed against the solvent co-contractor. That is the public lead in paragraph 44.2. It is a map, not a ruling on Holdings.

Before you sign, name clause 4.2, clause 18.2, the blank Schedule 6, the release verb, and whether clause 15 is one pot. Pause if the only support is “joint and several already won.”

Negotiate the clash, or walk. Do not countersign on the Slack stack.