Contract note 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 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...

This flowchart for investigating financial sanctions target matches clearly sets out the sequential actions to follow once a suspected financial sanctions target (designated person) match is found. Its purpose is to confirm that every pertinent point is addressed consistently and thoroughly throughout. Note 1 See Precedent: Financial sanctions match report form. The form is for staff to submit and record potential financial sanctions target (designated person) matches identified via the screening process...

In this issue: Advertising, marketing and sponsorship Consumer protection Contracts Intellectual property International Sale and supply of goods Supplier management Daily and weekly news alerts New and updated content Dates for your diary Trackers Advertising, marketing and sponsorship ASA rulings—17 January 2024 The Driver Vehicle Standards Agency (DVSA) lodged a complaint with the Advertising Standards Authority (ASA) about statements on www.escooters4less.co.uk—an online seller of electric scooters—concerning e-scooters and their illegality. The ASA upheld the complaint. See: LNB News 17/01/2024 63... ASA to regulate online advertising of less healthy food and drink products Ofcom has designated the Advertising Standards Authority (ASA) to regulate online advertising of less healthy food and drink products, using its designation powers under the Communications Act 2003. Ofcom is satisfied that, among other considerations, the ASA is a fit and proper body, has adequate financial resources to ensure the effective performance of the Designated Functions, and will...

Original news MT Højgaard a/s v EON Climate and Renewables UK Robin Rigg East Ltd and another [2015] EWCA Civ 407 The parties entered into a contract for the design and installation of offshore wind turbines. Defects arose in the foundations, prompting a dispute over who should bear the cost of remedial works. At first instance, the judge decided the claimant contractor had breached a warranty that the foundations would provide a 20‑year service life, but had not breached other clauses alleged by the defendant employers. The Court of Appeal, Civil Division, allowed the claimant’s appeal, finding there was no such warranty. The defendants’ cross‑appeal also succeeded, as the claimant had failed to comply with a provision concerning testing of the designs. What was this case about? The dispute centres on a specific design issue of fundamental concern to the various stakeholders involved in the design and construction of offshore wind farms. For context, it is helpful to grasp the technical set‑up—an offshore wind farm is, in...

In this issue: Repairing obligations and dilapidations Trespass and adverse possession Service charges Residential tenancies Disputes and remedies Rent and rates Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Repairing obligations and dilapidations Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower (Grey GR Ltd Partnership v Edgewater (Stevenage)) In Grey GR Ltd Partnership v Edgewater (Stevenage) [2025] Lexis Citation 276, the Upper Tribunal (UT) rejected the respondents’ appeal against the First-tier Tribunal’s (FTT) grant of a remediation contribution order under section 124 of the Building Safety Act 2022, made against 75 respondents. Marcus Birch of BCLP reviews the decision. See News Analysis: Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower. High Court held progressive failure of window seals constituted disrepair (Better...

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. ...

Note These provisions are prepared on the basis that the applicable contract is a business-to-business arrangement, with the supplier acting as processor for a customer in the role of controller, in relation to the processing of personal data governed by the United Kingdom General Data Protection Regulation (UK GDPR), Assimilated Regulation (EU) 2016/679. The terms ‘supplier’ and ‘customer’ (in place of ‘processor’ and ‘controller’) are used to simplify incorporation into commercial contracts. The drafting also relies on the additional defined terms ‘Agreement’, ‘Business Day’, ‘Customer’, ‘Data Protection Laws’, ‘Data Subject’, ‘GDPR’ and ‘Supplier’, which are assumed to be defined appropriately elsewhere in the relevant agreement. It is further assumed that ‘GDPR’ refers to UK GDPR and that ‘Data Protection Laws’ includes UK GDPR. These provisions can also be adapted for circumstances where the EU General Data Protection Regulation (EU GDPR), Regulation (EU) 2016/679, applies... 1 Definition (to be incorporated into relevant part of the agreement) 1.1 Representative •...

[ To be printed on the claimant solicitors’ headed paper ] Our reference: [ insert your file reference for this matter ] FAO: [ CLIENT PARTNER OR SENIOR PARTNER ] [ NAME OF DEFENDANT FIRM ] [ ADDRESS LINE 1 ] [ ADDRESS LINE 2 ] [ POSTCODE ] [ DATE ] Dear [ insert name ] [ PROSPECTIVE CLAIMANT’S NAME ] AND [ PROSPECTIVE DEFENDANT’S NAME ] LETTER OF CLAIM [ We refer again to our correspondence dated [ insert date of your preliminary notice of claim, if sent ]. That correspondence comprised a preliminary notice of claim issued under the Pre-Action Protocol for Professional Negligence and required an acknowledgement by [ insert date ]. ] [ We note receipt of your letter dated [ insert date ] acknowledging receipt of the preliminary notice. [ That said, we still await confirmation that your professional insurers have been notified of the circumstances of our...

[ On letterhead of the Investor ] Strictly private and confidential [ insert Company name ][ insert Company address ]Date: [ insert date ] SUBJECT TO CONTRACT Dear Directors, Proposed investment of Loan Notes in [ insert name and registered number of company ] (Company) 1 Introduction 1.1 Following our recent conversations, this letter outlines the key terms and conditions on which we have agreed to proceed with an investment by way of loan notes to be issued by the Company (the Proposed Investment). 1.2 The provisions in this letter are not comprehensive and, save for this paragraph 1.2 and paragraphs 5, 6, 7, 8 and 9, are subject to contract and are not intended to be legally binding on the parties. No party shall be legally obliged to proceed with the Proposed Investment unless and until a formal written loan note instrument has been entered into. 2 Loan notes 2.1 The Company shall...

Statutory minimum notice For an overview of the statutory entitlement to a minimum notice period under the Employment Rights Act 1996 (ERA 1996), refer to Practice Note: Statutory minimum notice. The right to statutory notice in ERA 1996, s 86(1)–(2), prescribes the length of notice needed to end the employment contract of an individual who has been employed continuously for one month or more. For this context, a ‘contract of employment’ includes a contract of service or apprenticeship, whether expressly (orally or in writing) or implied...

Disability discrimination Under section 6 of the Equality Act 2010 (EqA 2010) and EqA 2010, Sch 1, Pt 1, a diagnosis of cancer is treated, without further proof, as a disability for EqA 2010 purposes. See Practice Note: Disability. Attention must be given to the various forms of discrimination and other banned conduct contained in EqA 2010, as set out within that legislation and provisions therein. See the part of Practice Note: Disability discrimination headed ‘The basic types of discrimination and other prohibited conduct’, together with the fuller Practice Notes cited there and cross-referred within that section. For EqA 2010 purposes, a ‘dismissal’ also covers situations where an employee’s employment ends (and is not immediately renewed on identical terms) because a particular period has run out, or a particular event has happened, or a particular circumstance has arisen; this includes the ending of fixed-term contracts (EqA 2010, s 39(7)–(8)). Accordingly, the requirement to make reasonable adjustments binds employers when they are considering dismissing an employee; that is, dismissal will...

For further information on this topic in general, see: National minimum wage—Eligibility Employment-related statutory rates and limits table Minimum wage compliance checklist Deductions from wages Some of the statutory exceptions to the right to receive the national minimum wage are outlined below. This response concentrates on the scenarios where the point most commonly arises. Workers only Only ‘workers’ are entitled to be paid the national minimum wage—see our Practice Note: Worker status—Definition of ‘worker’. Agency workers who would otherwise fall outside the definition of a ‘worker’ because they have no contract with either the supplier or the recipient of their services are nevertheless entitled to the national minimum wage. Home workers who might not otherwise be ‘workers’ owing to an absence of any personal obligation in the contract to carry out the work themselves are likewise entitled to be paid the national minimum wage. The genuinely self-employed are not entitled to be paid the national minimum...