CP Holdings v Assicurazioni Generali: broker's failure to press for conformity term proves fatal to €160m Covid-19 BI claim

The Commercial Court has rejected a claim for approximately €160 million in Covid-19 business interruption losses brought by a group of hotel, spa, restaurant and office operators against companies in the Generali insurance group, holding that a rectification claim based on an alleged conformity agreement between insurer and broker failed both on its pleadings and on the evidence.

In CP Holdings Limited and others v Assicurazioni Generali SpA and others [2026] EWHC 1520 (Comm), Mr Justice Andrew Baker determined a series of preliminary issues arising under four insurance policies covering the claimants' operations across the United Kingdom, Czechia, Romania, Slovakia and Hungary. The claimants estimated their collective revenue loss from the pandemic at around €400 million and contended that they were entitled to recover approximately €160 million under the policies. All claims failed.

The rectification claim

The case turned on a short sequence of emails exchanged in the final working week of June 2019, when the claimants' Aon UK broker, Robert Litchfield, was completing a renewal onto Generali's new standard policy wording. On 26 June 2019, having received a Contract Certainty Quote and a copy of the new 109-page wording, Mr Litchfield asked Derek Humphries, Generali's Senior Property Underwriter, whether an agreement had been reached for "a clause to cover anything that would have been covered under the existing wording but isn't catered for in the new wording". Mr Humphries replied that he could "confirm that we are able to include a Conformity Clause (wording to be agreed) in the new Policy to ensure that the Insured is not disadvantaged by the move to the new wording."

The claimants contended that this exchange constituted, or reflected, an agreement to include a general conformity term in the 2019 policy, which was never included when the policy was issued in September 2019, giving rise to a claim for rectification. Baker J was unpersuaded. Humphries' email was, on its natural reading, a confirmed willingness in principle, subject to wording being agreed. It was not an agreement. Critically, following his review of the new wording, Mr Litchfield raised only one specific concern with Humphries, on conditions precedent, obtaining a concession on that point. He made no further request for a general conformity term. The renewal was confirmed on 28 June 2019 without one having been agreed.

The court drew a pointed comparison with Generali's treatment of Dechra Pharmaceuticals, another client for whom Humphries' colleague had agreed and documented a full conformity endorsement at around the same time. Baker J found that Generali would have been prepared to agree the same for the claimants had they been asked. They were not. Rectification, he observed, cannot be founded upon what might have been agreed but was not.

Cover under the global policies

It was accepted at trial that the 2019 Global Policy's Phase 5 and Phase 6 pandemic alert exclusion excluded all the claimants' Covid-19 losses. Since the rectification claim failed, the 2018 policy wording could not be invoked and the construction points on the 2019 policy were academic.

Baker J nevertheless addressed, on an obiter basis, the SARS exclusion in the 2018 Global Policy, which excluded losses caused by "Severe Acute Respiratory Syndrome (SARS), Avian Flu, and/or atypical pneumonia". The defendants argued that "atypical pneumonia" was broad enough to encompass Covid-19. With the assistance of expert evidence from three eminent professors of virology and epidemiology, the court rejected that argument. "Atypical pneumonia" has a well-established and specific medical meaning, referring to pneumonia caused by intracellular bacterial pathogens such as Mycoplasma, Chlamydia and Legionella. The failure to mention swine flu or MERS in the clause, both prominent pandemic concerns at the relevant time, undermined any suggestion that the clause targeted pandemic-type risks as a class.

Local policies

The Hungarian and Romanian policies each failed to cover the claimants' losses on straightforward construction grounds. In both cases, business interruption cover was expressly conditional upon property damage falling within the respective property damage sections of the policies. The losses claimed, arising from government-imposed travel restrictions, curfews and restrictions on hotel and restaurant operations, were not caused by any such damage. Additional exclusions in both policies independently produced the same result.

Neither claim was time-barred. In both cases the policies provided for a 36-month indemnity period, meaning the insurers' obligation to pay could not have crystallised before early 2023 and the Claim Form, issued in September 2023, was in time.

Guy Blackwood KC, David Walsh KC and Nathan Twibill (instructed by Wordley Partnership LLP) appeared for the claimants. Roger Masefield KC and Joanne Box (instructed by Birketts LLP) appeared for the defendants.