Contract meaning

Basic terms At the outset, assess whether overage suits the transaction. Your client might be better protected by agreeing a higher purchase price or by entering into a conditional contract instead. Overage provisions can be intricate and expensive to negotiate. If overage is to be applied, consider when the seller expects or hopes to receive a further payment and how the buyer could avoid activating the overage. Ensure the overage includes clear definitions of: the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and, if no overage period is specified, there is a risk the arrangement could be perpetual) the property that will be subject to the overage any individual units to be sold or constructed, making clear whether parking spaces and other ancillary areas form part of a unit for the overage calculation Include a ‘good faith’ clause, as this may help if the buyer does something unexpected to...

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

Checklist This Checklist summarises the issues an employer should evaluate when shaping a career break and/or sabbatical policy, and when setting the arrangements to support such leave. The expressions ‘career break’ and ‘sabbatical’ carry no fixed legal definition, and the title used for the break does not dictate its legal character. In practice: ‘Career break’ commonly denotes a longer spell of unpaid absence during which the employment contract may remain in place, though more frequently it does not; and ‘Sabbatical’ typically refers to a shorter period of leave, usually unpaid but potentially paid or partly paid, during which the contract does continue. For detailed information on career breaks and sabbaticals generally, see Practice Note Career breaks and sabbaticals...

This flowchart takes you through the stages of a CIETAC arbitration under the CIETAC Arbitration Rules 2024 Although each arbitration differs and the tribunal will tailor proceedings to specifics of the case, it remains vital to appreciate how an arbitration will 'usually' progress, together with the timescales likely to apply...

This Flowchart This Flowchart outlines the key questions to consider when assessing the territorial reach or scope of statutory employment rights—specifically, which statutory rights, if any, apply to an employee who works abroad and/or has a foreign employer. For general guidance on territorial application or scope, see Practice Note: The territorial scope of statutory employment rights. For Flowcharts that address applicable law and jurisdiction, refer to Determining applicable law in employment disputes—flowchart and Determining jurisdiction in employment disputes (1 January 2021 onwards)—flowchart...

This Checklist is intended for situations where: a leasehold property is being purchased and the tenant (or a predecessor in title) entered into an agreement for lease prior to completion of the lease; or a reversionary interest is being bought and the reversioner (or a predecessor in title) entered into an agreement for lease before completion of an existing occupational lease, or an agreement for lease remains in place pending completion of a lease. In each case, the agreement for lease predates completion of the relevant lease. You should confirm whether any outstanding or continuing obligations in the agreement for lease (eg to rectify defects or undertake works) will bind the purchaser. Any surviving obligations that bind successors in title could adversely affect the property’s investment value. Note that this Checklist is not comprehensive and, depending on the nature of the transaction, other issues may arise from the agreement for lease and require consideration. This Checklist also does not address limitation periods...

In this issue: Electricity and gas market regulation and licensing Networks and grid connections Renewable energy Capacity Market, balancing services and system flexibility Air emissions, efficiency and climate change International energy Daily and weekly news alerts New and updated content Dates for your diary Trackers Energy resources on Lexis+® Electricity and gas market regulation and licensing DESNZ has opened a consultation to strengthen Energy Ombudsman (EO) powers. It will concentrate on complaints from domestic energy suppliers, small enterprise complaints against non-domestic suppliers, and heat network complaints. Electricity and gas networks and third-party intermediaries will instead be consulted on separately. The plans include shortening the escalation period for complaints from eight to four weeks, allowing automatic compensation where EO decisions are not put into effect promptly, and granting the EO a statutory designation. DESNZ has also stated that Ofgem will regulate third‑party intermediaries, including energy brokers and price comparison sites, which have previously operated...

In this issue: Employment contract Horizon scanning Pensions Tax Prohibited conduct (discrimination etc) Data protection and employee information Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Employment contract Supreme Court reinstates High Court injunction preventing Tesco from ‘firing and rehiring’ employees on less favourable terms. In Tesco Stores Ltd v Union of Shop, Distributive and Allied Workers (USDAW) [2024] UKSC 28, the Supreme Court, unanimously and led by Lord Burrows and Lady Simler, upheld the High Court’s stance, reviving the injunction that bars Tesco from dismissing staff in order to strip them of a ‘permanent’ contractual entitlement to retained pay, then proposing re‑engagement without it. An implied term in the contracts curtailed Tesco’s ability to rely on dismissal rights for that end. Commentary on the ruling is provided by Neil Todd of Thompsons Solicitors; Jonathan Chamberlain and Connie Cliff of Gowling WLG; Philip Harman...

In this edition: Employment contract Pay Protected characteristics Prohibited conduct (discrimination etc) Prohibited conduct protection at work Equality of terms (equal pay) Employment Appeal Tribunal Governance and regulatory Immigration Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Employment contract UKSC upholds claimants’ appeal and restores injunction in Tesco ‘fire and rehire’ case In Tesco Stores Ltd v Union of Shop, Distributive and Allied Workers (USDAW) [2024] UKSC 28, Tesco moved to end employees’ contracts to remove their ‘retained pay’—a contractual financial entitlement accepted as permanent—and to offer re-engagement on new terms excluding that pay. Working with the union, USDAW, several employees obtained a High Court injunction restraining Tesco from dismissing them in order to take away the retained pay entitlement. The Court of Appeal, however, allowed Tesco’s appeal against that order. The Supreme Court has since backed the claimants’ appeal and...

This Practice Note on economic torts This note summarises, at a high level, the key differences when pursuing claims for lawful means conspiracy, unlawful means conspiracy, the tort of unlawful interference, and procuring a breach of contract. Practice Notes: Civil conspiracy claims (economic tort) Lawful means conspiracy (civil action) Unlawful means conspiracy (civil action) Economic tort of unlawful interference The tort of procuring a breach of contract Closely connected to procuring a breach of contract is the so‑called ‘Marex tort’, a cause of action founded on an alleged deliberate infringement by the defendant of the claimant’s rights in a judgment debt; see Practice Note: The Marex tort (interference with a judgment debt). These claims may (though need not) involve a fiduciary or agent, including company directors. For further guidance, see: Claims against directors—key considerations for dispute resolution practitioners Agency disputes Fiduciary Duties Fiduciary duties—remedies for breach Such causes...

Overview This Practice Note forms part of our LLB Contract Law series for law students. It surveys the remedies for breach of contract, with damages at the heart of the common law response. Setting remedies within the framework of contract, it explains when a party may terminate—most notably for breach of conditions and of innominate (or ‘intermediate’) terms. It then sets out the expectation principle from Robinson v Harman (1848) 1 Exch 850, stressing that an award should put the claimant in the position they would have been in had performance occurred. The Note next traces the principal constraints on recovery—causation, remoteness, and the duty to mitigate—and discusses leading cases on mitigation to show how these limits operate even once breach is proved. It also considers alternative measures—expectation, reliance and, in rare cases, restitutionary recovery—before addressing quantification, including the contrast between ‘difference in value’ and ‘cost of cure’ illustrated by Ruxley Electronics v Forsyth [1996] AC 344. Finally, it deals with non-pecuniary loss and the contemporary approach to liquidated...

Consumer protection legislation applies to businesses generally and to the regulated financial services sector This Practice Note explores the obligations on firms authorised by the Financial Conduct Authority (FCA) under the Financial Services and Markets Act 2000 (FSMA 2000) (herein referred to as ‘firms’) to comply with a central element of consumer protection law, the Consumer Rights Act 2015 (CRA 2015), together with its predecessor, the Unfair Terms in Consumer Contracts Regulations 1999, SI 1999/2083 (UTCCRs). In addition to these statutory duties, firms must follow the FCA’s regulatory rules and take account of guidance relevant to unfair contract terms. Under the CRA 2015, the FCA may challenge firms regarding the fairness and/or transparency of contractual terms and notices in financial services consumer contracts (whether in standard form or individually negotiated) entered into from 1 October 2015. Under the UTCCRs, the FCA may challenge firms regarding the fairness or transparency of contractual terms in standard form financial services contracts entered into before 1 October 2015. ...

This Agreement is dated [ date ] Parties [ insert name of the pursuer ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Pursuer) [ and ] [ ; ] [ insert name of defender ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Defender). Each being a Party and, together, the Parties. Whereas (A) [ Insert details of the background to the dispute eg ‘The Parties entered into a contract for the supply of certain goods etc ]. (B) A dispute has emerged between the Parties regarding [ insert details of the dispute ] (the Dispute). (C) [ Proceedings were raised by the Pursuer against the Defender on [ date ] by way of [ Summons OR...

Agreement concerning [ insert brief details of the works/project ] at [ insert address of works ] (incorporating, among other things, the JCT Standard Building Sub-Contract Agreement 2024 (SBCSub/A 2024) and the JCT Standard Building Sub-Contract Conditions 2024 (SBCSub/C 2024), each as amended and supplemented as set out in this Agreement and in the Schedules to it). This Agreement is dated the [ insert number ] day of [ insert month ] 20[ insert year ] Parties [ insert name of the Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Contractor ] (“the Contractor”) [ insert name of the Sub-Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Sub-Contractor ] (“the Sub-Contractor”) Now it is agreed that: 1 Interpretation In this Agreement, words and expressions carry the meanings respectively attributed to them in the JCT SBCSub/A 2024 and...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

Under WTR 1998, workers get 5.6 weeks’ annual leave each year: a basic entitlement of four weeks’ leave (20 days for a standard full‑time worker) implementing article 7 of the Working Time Directive (WTD) an additional 1.6 weeks’ leave (eight days for a standard full‑time worker) created by domestic law only Understanding this distinction is important because: European Court of Justice case law concerns the WTD alone, so it applies only to the basic four weeks’ paid leave holiday pay is calculated differently for: the basic four weeks, and the additional 1.6 weeks The general rules as to the right to carry forward accrued holiday entitlement are that: the basic four weeks must be taken in the leave year earned and cannot be carried over (though an employer may choose to allow it) a relevant agreement may allow the additional 1.6...

If an employer appoints a utility co-ordinator to supervise and arrange utility connections with Statutory Undertakers, would this alter status of Statutory Undertakers, as set out in clause 2.26.6 of JCT Design & Build Contract?...

Automatic enrolment does not apply to workers under age 22. Individuals younger than 22 fall outside automatic enrolment. However, anyone aged 16 to 21 with qualifying earnings of £6,032 or above in the 2018–19 tax year may choose to join their employer’s automatic enrolment arrangement and receive employer pension contributions. For the purposes of limb (a) in section 230(3) of the Employment Rights Act 1996 (ERA 1996), a worker is an individual who has entered into, or works or worked under, a contract of employment. Under ERA 1996, section 230(2), a contract of employment means a contract of service or apprenticeship. An apprenticeship agreement meeting the requirements of the Apprenticeships, Skills, Children and Learning Act 2009 is treated as a contract of service, not a contract of apprenticeship. See Practice Notes: Employee status and Apprenticeships...