Articles as contract meaning

Within a JCT contract, the Agreement, Recitals, Articles and Contract Particulars at the outset record the project-specific particulars of the works to be undertaken. It is crucial these sections are completed in full and accurately, to prevent uncertainty and disagreements over the scope. This Checklist offers practical steps for filling in those particulars, with links to pertinent Practice Notes that explain each area in depth. It is intended for users who are relatively new to JCT contracting. Commonly, an employer asks the architect/contract administrator or another consultant to draft the particulars at the outset, then has its lawyer review the contract prior to execution. Alternatively, a lawyer may complete all entries, but will require the client’s or consultants’ input on the information to include. The Checklist can serve as a reference when preparing or verifying the particulars. Accurate completion from the outset reduces ambiguity about what is required and helps prevent disputes. It also serves as reference when checking particulars. Guidance here shows how to complete required information, supported by...

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

The employee (and their adviser) should consider the following issues: Preparatory steps Gather: a copy of the employee’s most recent employment contract and any other documents setting out contractual terms (these might be found in a staff handbook) a P45 or the latest payslip details of the contractual benefits the employee receives relevant information about the employee’s pension benefits relevant details of any shares or share options held by the employee. Review the Articles of Association, any applicable shareholder agreement and share scheme documents. See also Shares and share options below copies of pertinent open correspondence and without prejudice communications between employer and employee Define the scope of the advice and reflect this in the client care letter/terms of business, i.e.: is the advice limited to the terms and effect of the settlement agreement (to satisfy the relevant condition regulating settlement agreements)? is...

This Flowchart This flowchart outlines a process covering key actions and considerations for carrying out an appropriate level of client due diligence (CDD). Use it as a reference each time you take on a new client or begin a new matter...

The Software Incubator Ltd v Computer Associates UK Ltd Case C‑410/19 What are the practical implications of this case? The Court of Justice has issued the most recent ruling in a protracted dispute first considered by the High Court in 2016, arising out of an agreement that was terminated in 2013. The case will now return to the Supreme Court which, pursuant to Articles 86 and 89 of the UK/EU Withdrawal Agreement, is obliged to give effect to that judgment. Although the Supreme Court’s final position is still awaited, the decision is expected to carry major consequences for software resellers who, acting as commercial agents, may rely on the protections and remedies provided by the Commercial Agents Regulations, SI 1993/3053, irrespective of the format or medium through which software is supplied to customers. It is likewise important for principals that deploy resellers as a route to market for software made available chiefly by electronic means. Such organisations should take practical steps to measure and quantify any potential exposure to...

In this issue: Key DR developments Claim and remedies Costs and funding Application—specific Evidence and disclosure Scottish Dispute Resolution New content Dates for your diary Useful information Daily and weekly news alerts Key DR developments Information Commissioner Office ICO updates UK GDPR lawful basis guidance following Data (Use and Access) Act The Information Commissioner’s Office (ICO) has revised its guidance on lawful bases under the UK General Data Protection Regulation (GDPR) to align with changes brought in by the Data (Use and Access) Act 2025 (DUAA 2025). The refresh adds a seventh lawful basis, described as ‘recognised legitimate interest’. This covers pre-authorised purposes, such as protecting vulnerable individuals, dealing with emergencies, preventing or investigating crime, addressing national security issues, and sharing personal information to perform public functions. Notably, this basis cannot be relied upon by public authorities when handling personal information for their official functions. For more, see: ICO updates UK GDPR...

In this issue: Key DR developments Claims and remedies Costs and funding Cross-border disputes Applications—specific Settlement New content Dates for your diary Useful information Daily and weekly news alerts Key DR developments Guidance HM Courts and Tribunal Service (HMCTS) has revised its instructions on appealing a County Court, High Court or tribunal ruling to the Court of Appeal (Civil Division). The update scraps the earlier requirement to file three copies of the appellant’s notice and the grounds of appeal with the Court of Appeal. For further detail, see: LNB News 17/06/2024 28—HMCTS updates appeal to the Court of Appeal Civil Division guidance. Court information Use of London’s commercial courts by Russian litigants has slumped over the past year, according to a report issued on 22 May 2024, as sanctions tighten on people and entities linked to Russia’s war in Ukraine. For more detail, see Law360 Analysis: Russian litigants abandon UK courts...

Practice Note Use this Practice Note to identify the governing law before the courts of England and Wales for harmful events that took place between 11 January 2009 and 31 December 2020. Where incidents happened outside those dates, the UK courts will apply an alternative choice-of-law regime, and the regime engaged turns solely on the date of the occurrence. If the date falls outside that span, a different regime applies, selected by reference to timing of the event. For direction on those regimes and how they interrelate, see Practice Note: Applicable law regimes. It summarises the special rules governing particular heads of claim under Regulation (EC) 864/2007 on the law applicable to non-contractual obligations (Rome II). The topics include product liability, unfair competition and restraints on free competition, environmental harm, intellectual property (IP) rights, industrial action, unjust enrichment, negotiorum gestio—i.e. agency without authority, and culpa in contrahendo—fault in forming a contract, as well as insurance...

Practice Note This Practice Note outlines how the Contracts (Applicable Law) Act 1990 operates when assessing whether parties have selected the governing law for their agreement. It explores issues including whether that choice must be set out in writing, whether it must point to the law of a particular country, and whether the parties may divide the governing law. It also identifies mandatory rules—domestic, foreign and international—that can constrain the chosen law. To decide if the C(AL)A 1990 regime applies, see Practice Note: Understanding applicable law—a guide for dispute resolution practitioners. on the Act’s application and interpretation, see Practice Note: Contracts (Applicable Law) Act 1990—application and interpretation on the approach where the parties have not chosen the applicable law, see Practice Note: Contracts (applicable law) Act 1990—parties fail to choose the applicable law Schedule 1 to the C(AL)A 1990 contains a modified version of the Rome Convention as applied by the courts of England and Wales (the English courts). This...

This Practice Note examines the distinctive contractual nature of the articles of association as between the company and its members, with a primary focus on section 33(1) of the Companies Act 2006 (CA 2006). It assesses various forms of breach of the articles, considering when a majority of members may approve or ratify a breach in defined circumstances, or otherwise take appropriate steps against the board or an individual director, where relevant. It also considers actions brought by a minority shareholder, in particular personal actions for alleged infringements of ‘membership rights’ deriving from the constitutional contract. There is also brief reference to derivative actions, unfair prejudice claims and winding-up. What is the company’s constitution Unless the context otherwise requires, a company’s constitution is defined under CA 2006 to include: the company’s articles of association, and any resolutions and agreements affecting a company’s constitution Before 1 October 2009, the memorandum of association formed an essential element of a company’s constitution, but CA...

The Contract comprises the completed Standard Building Contract Without Quantities for use in Scotland 2016 published by the SBCC subject to the following amendments: Recitals and Articles updated: contractor to provide a master programme and Schedule of Information Requirements; CDP responsibility accepted; Principal Contractor duties priced; arbitration deleted; Schedule of Amendments prevails; Third Party Agreements duties. Contract Particulars: arbitration entries removed; Rectification Period set at 12 months; fluctuations and certain PII/guarantee entries deleted. Conditions: key definitions revised (Practical Completion, Copyright Material, Design sub‑contractors, Funder, Site); Scottish jurisdiction; approvals mean principles only; entire agreement; variations in writing. Design/materials/programming: contractor accepts ER/CP; quality and non‑deleterious materials; programme reporting; site risk; drawings/info supply; tighter discrepancy notices. Time/defects: mitigate and advise on delay; narrower Relevant Events; Practical Completion clarified; stronger rectification, consequential damage and indemnity; phased as‑built/occupation information. IP/confidentiality/BIM: broader licence, moral rights waivers and delivery; confidentiality reinforced; BIM where adopted. Management/sub‑contracting: access, approved Site Manager, meetings; prescribed sub‑contracts; collateral warranties/third‑party rights; CDM duties; insurance...

The Contract comprises the completed Standard Building Contract With Approximate Quantities 2016 published by the JCT subject to the following amendments: This Contract adopts JCT SBC/AQ 2016 with extensive modifications to reflect design responsibility, building safety and commercial controls. Recitals: Contractor to provide a master programme and Schedule of Information Requirements; confirms site due diligence and accepts full CDP design liability. Articles: Dutyholder Regulations added; Tender Price covers Principal Contractor duties; arbitration removed; Schedule of Amendments prevails; strict protection of Third Party Agreements. Definitions/governance: new and revised terms (Building Safety Regulator, HRB, Practical Completion, Copyright Material, Design Sub‑contractors, Dutyholder Regulations); several deletions; English court jurisdiction. Design/materials/information: skill‑and‑care design and coordination; only new, compliant, non‑deleterious materials; golden thread storage; monthly programme reporting; site risks at Contractor’s risk. Procedures/controls: tighter instruction, testing, defects and as‑built duties; enhanced confidentiality and IP licences; HRB assistance; CDM/Dutyholder competency confirmations. Sub‑contracting/rights: prescribed sub‑contracts, insurances and delivery of collateral warranties/third‑party rights; limits on assignment. Payment/commercial: 28‑day final...

ARCHIVED: This Precedent is archived and is not being maintained. The Contract consists of the completed Design and Build Contract 2011 Edition published by the JCT (as amended by Amendment 1: CDM Regulations 2015), and is subject to the following amendments: RECITALS Third Recital Delete and replace with: ‘The Contractor has: reviewed the Site and satisfied himself regarding its measurements, position and other pertinent matters; considered the Employer’s Requirements and is satisfied that the Contractor’s Proposals and Contract Sum Analysis will fulfil the Employer’s Requirements; and accepted responsibility for the whole of the design contained in the Employer’s Requirements and the Contractor’s Proposals.’ ARTICLES Article 1 After ‘shall’ insert ‘carry out and’...