However, this exposition was not endorsed by the remainder of the judges. Lord Mance and Lord Hodge (endorsed by Lord Toulson in this regard) each set out the test in language closer to that used by Lord Dunedin, focusing on whether a legitimate business interest is being protected and, if so, whether the clause is nonetheless "extravagant, exorbitant or unconscionable" (per Lord Mance). Although no single test emerges, the relevant comparison for all of the Lords was between the innocent party's legitimate business interests and the detriment imposed on the party in breach. Primary and secondary obligations The UKSC unanimously rejected calls to expand the penalty rule, instead maintaining the position that a penalty clause can only exist where a secondary obligation is imposed following breach of a primary obligation. This must be distinguished from a conditional primary obligation, which is dependent on events that are not breaches of contract. Highlighting the difficulty in determining whether a clause is a primary or secondary obligation, the judges were partially split on the characterisation of the relevant clauses. Lords Neuberger and Sumption concluded that the forfeiture clause did not create an obligation arising on breach (i.e., a secondary obligation), but was a price-adjustment clause which operated to reduce the price paid by Cavendish for the shares to reflect the effect of Mr Makdessi's competition on the value of the company's goodwill. While accepting that "price adjustment clauses are open to abuse", the Lords considered that in order to conclude that clever drafting had merely disguised an intention to punish the sellers' breach, something must indicate this to be the case. Without deciding whether this approach was correct, Lord Hodge decided that, in any event, Cavendish had a legitimate interest in making the deferred consideration dependent upon the continued loyalty of the seller. However, while Lord Mance accepted that the relevant clauses created primary obligations, but nonetheless upheld them on the basis that they protected a legitimate interest and were not extravagant, exorbitant or unconscionable, a test applied only to secondary obligations. With regard to the call clause, Lords Neuberger and Sumption again concluded that the below-market price reflected the decreased value that Cavendish placed on the business as a result of the fact that the sellers were competing and the penalty rule was thus not engaged. The Lords tested this conclusion "by asking how the penalty rule could be applied to it without making a new contract for the parties" - which they concluded it could not, as the basis for the calculation the call value would need to be replaced with something in order for the clause to be meaningful. The remaining Lords took a different view. Lord Hodge considered the call option to be a secondary obligation, primarily because "if all such clauses were treated as primary obligations, there would be considerable scope for abuse". In concluding that it nonetheless did not fall afoul of the penalty rule, Lord Hodge emphasised the importance of the fact that the contract was negotiated by parties of relatively equal bargaining power on the basis of legal advice, a point raised throughout the Lords' opinions. While the Lords took different routes, they were unanimous in the result. Precisely how radical a shift Makdessi is remains to be seen, particularly given the lack of a clear majority on the precise test to be applied to the approach to dividing clauses into primary or secondary obligations, and the primacy of this analysis to the penalty rule.