Company Law Reform Bill [HL]

Could I take one or two minutes of the Committee’s time? Looking at some of the other amendments, such as Nos. 336 and 338 and others in that group, I have to say, with deference to the noble and learned Lord, I had a look at Amendment No. 337A, which he has presented so well. He says it is a mere ““technical amendment””. I am sure his technical brain, if he looks back, will discover that I was heavily involved with the Unfair Contract Terms Bill in your Lordships’ House. I hope he can confirm to me in writing, though perhaps not today, that sub-paragraph (i) of his amendment deals with Sections 2(2) and 3(2)(a) of that Act. I am delighted to see that sub-paragraph (ii) of his amendment deals with Scotland; specifically with Sections 16(1)(b) and 17(1)(a) of the Act, which I have with me. But the noble and learned Lord will know that in these sections there is great talk of ““reasonableness””, which he mentioned. That concerns me, and concerned me even then, 29 years ago, though not necessarily in relation to this. ““Reasonableness”” was intentionally discussed, but, in my mind, it was far more to do with retail trade and fitness for purpose. If the noble and learned Lord looks at columns 1126-27 of Hansard for 23 May 1977, covering the Second Reading of the Unfair Contract Terms Bill, he will see the words spoken by the late Lord Hailsham about reasonableness, which were directed very much at the legal profession. Every word Lord Hailsham spoke is relevant to the auditing and accounting profession, and I hope the noble and learned Lord will reassure me that Amendment No. 337A covers reasonableness, particularly the aspects we covered in the last grouping. He gave assurances to my noble friend Lady Noakes, and indeed to the noble Lord, Lord Sharman. It seemed to me that there was a risk there would be two categories of reasonableness: one for the big four, and one for what the noble Lord, Lord Sharman, called the ““middle-ranking firms””. Will the noble and learned Lord confirm that he will look carefully at reasonableness as it was set out in 1977? Perhaps, en passant, he might see the interesting remarks of Lord Hailsham?