Certified contract meaning

Responding to a certified query from a federal court in Lake Charles, the Louisiana Supreme Court held on 25 October 2024 that a domestic insurer cannot invoke equitable estoppel to force arbitration under a foreign insurer’s policy. The issue arose from a dispute between a Louisiana municipality and a syndicate of its insurers over cover for publicly owned property damaged by two Category 4 hurricanes in 2020. Because state law prohibits arbitration clauses in insurance policies issued in Louisiana, a different ruling would, the court warned, encourage domestic insurers to misuse a doctrine of last resort—equitable estoppel—by ceaselessly relying on foreign insurers’ policies to compel arbitration. The doctrine permits a non-party to an arbitration agreement to enforce it where the dispute is tied to conduct governed by, or inextricably linked with, the contract. According to the opinion authored by Justice Pro Tempore Jeannette Theriot Knoll, its use is disfavoured in Louisiana...

Estate Management and Business Development Company Ltd v Junior Sammy Contractors Ltd (Trinidad and Tobago) [2024] UKPC 33 What are the practical implications of this case? This decision examines when a party may invoke the defences of abatement or fraud to resist paying amounts certified as due under interim payment certificates. It also clarifies the difference between an outright assignment of all contractual rights (ie including the right to commence proceedings) and an assignment by way of charge, under which the Contractor remains able to bring proceedings to recover amounts owed. What was the background? Estate Management and Business Development Company Ltd (the Employer), a wholly owned state company incorporated in Trinidad and Tobago, entered into a contract dated 4 February 2015 with Junior Sammy Contractors Ltd (the Contractor). Under that agreement, the Contractor agreed to perform residential infrastructure works (the Works) for the Employer at the Caroni Savannah Residential Development Phase B (the Site), for a contract sum of TT$231,235,125.36. The Works were carried out...

Original news: Mascareignes Sterling Co Ltd v Chang Cheng Esquares Co Ltd (Mauritius) [2016] UKPC 21 What was this case about? Mascareignes retained Chang Cheng under an amended JCT Standard Form of Contract (1980 Edition) with the Contractor’s Designed Portion Supplement to design and construct an office building in Port Louis, Mauritius. During delivery, the character of the works evolved, resulting in substantial additional and substituted items (variations). At completion, the quantity surveyor—who effectively administered the contract—issued the final account, valuing the majority of the works on a measurement-and-valuation basis because of the extent of the variations. Mascareignes refused payment, so Chang Cheng commenced arbitration and succeeded in obtaining an award for the sum certified in the final account. Mascareignes appealed, contending the arbitrator was wrong to: sanction the widespread use of measurement and valuation in the final account, holding either that the contract was on a measure-and-value footing, or that, if it began as a lump sum arrangement, the parties had varied it into...

Under an agreement for lease that includes development obligations, the tenant’s duty to take the occupational lease only arises once the developer’s works are finished and suitable for the tenant to assume control and occupation. This point is reached when the works are certified as ‘practically complete’. Practical completion under the building contract may carry the same meaning as practical completion for the purposes of the agreement for lease, yet the agreement for lease may impose further conditions, as outlined in this Practice Note. It should be noted that the term ‘completion’ is often used within an agreement for lease and should be kept distinct from ‘practical completion’ of the construction works under a building contract, a concept familiar to construction lawyers. Completion under an agreement for lease typically refers to completion of the lease itself. Completing (or entering into) the lease can occur at a different time from practical completion of the construction works. Accordingly, the timing under each document can diverge. When does practical completion occur?...

This Practice Note explores the use of virtual and electronic signatures in property transactions, and highlights the practical considerations that arise when deploying virtual or e-signatures to sign property contracts and to execute property deeds. For fuller material and analysis on electronic signatures and virtual signings, see Practice Notes: Virtual execution of documents and Electronic signatures. For general guidance on executing property contracts and deeds, see Practice Notes: Contracts for the sale of land—formation, signature and variation and Property deeds—use and execution of deeds in property transactions. See also Precedent: Guide to executing deeds and documents in property transactions. HM Land Registry and accepted signatures HM Land Registry sets specific rules for the use of virtual or electronic signatures across a range of deeds and paperwork, including: most registrable property deeds application forms, consents and certificates statements of truth powers of attorney See Virtual/Mercury signatures and HM Land Registry and Electronic signatures and HM Land Registry below. See also...

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

1 Interpretation 1.1 In this Schedule, the definitions and interpretative rules below shall apply: Broadly Comparable Pension Scheme – a pension arrangement officially certified by the Government Actuary’s Department as broadly comparable with the relevant Public Sector Pension Scheme Customer’s Scheme – the Public Sector Pension Scheme presently operated by the Customer for the Relevant Employees Fair Deal Guidance – HM Treasury Fair Deal for staff pensions—staff transfer from central government (October 2013) Onward Transfer Date – the date on which Onward Transferring Employees of the Supplier transfer under TUPE 2006 upon expiry (or earlier termination) of this [ Outsourcing Contract ] Onward Transferring Employees – employees of the Supplier who, at expiry (or earlier termination) of the [ Outsourcing Contract ], automatically transfer under TUPE 2006 to the Customer or another employer for provision of the Services Public Sector Pension Scheme – the [ Principal Civil Service Pension Scheme (Classic, Classic Plus, Premium or Nuvos, as relevant)/National Health Service Pension...