M&O (Contract) meaning

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

In this issue: Cases and decisions Types of insurance Market practice UK regulation EU regulation Cases tracker 2025 case tracker Dates for your diary New and updated content Daily and weekly news alerts LexTalk®Insurance: a Lexis®Nexis community Cases and decisions Lonham Group Ltd v Scotbeef Ltd and another company This appeal was about the interpretation of a contract of insurance and the possible application of the Insurance Act 2015, including its remedies for breaches of the duty of fair presentation. Lonham succeeded on appeal. See: [2025] EWCA Civ 203. Types of insurance Environmental liability On 27 February 2025, the European insurance company Swiss Re stated that it expects losses of under US$700m arising from the mass wildfires that swept the Los Angeles (LA) area in January 2025. See: Swiss Re expects less than US$700m hit from LA wildfires. Market practice Private equity drives 60% of...

In a 31-page published opinion, the Eleventh Circuit overturned the lower court’s dismissal of Alabama Aircraft Industries Inc, formerly Pemco, under the Missouri Trade Secrets Act, but clarified that unjust enrichment is the sole remedy it can obtain against Boeing, as the parties’ contracts blocked all other avenues of relief AAI might pursue. The decision is the latest turn in a years-long trade secret misappropriation and breach of contract dispute first brought in 2011. AAI claimed Boeing pursued a prolonged strategy to capture a lucrative US Air Force contract for servicing the KC-135 aerial refuelling aircraft, a contract AAI said it had held for decades. The companies initially agreed in the 2000s to team up on a maintenance bid. However, AAI alleged Boeing later excluded it from the arrangement and then secured the award by pricing just 1% below AAI’s proposal. When the matter finally went to trial in 2020, a jury awarded AAI more than US$2 m for Boeing’s alleged conduct, which included breaching a non-disclosure agreement and their...

Practice Note This Practice Note consists of two strands created to help dispute resolution practitioners remain up to date with developments in case law that affect their field, or which influence civil litigation procedure more generally: selected forthcoming appeals to the Supreme Court are highlighted below; see Key forthcoming appeals to the Supreme Court—2022 summaries of significant appeal decisions in England and Wales (ie rulings of the Court of Appeal and Supreme Court and, where appropriate, certain judgments of the Competition Appeal Tribunal, Judicial Committee of the Privy Council, Court of Justice of the European Union), and ECtHR, which we have covered; see: Key forthcoming appeal cases—2022 You can navigate this content using the table of contents in the left-hand margin. Alternatively, search this tracker using [CTRL]+[F]. This material is not intended to be a comprehensive register of every appeal or major decision relevant to dispute resolution practitioners. Key forthcoming appeals to the Supreme Court—2022 Tort and negligence ...

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Schedule of amendments A compiled list of changes to a standard form contract in which the parties record their agreed departures from the issued terms. Accordingly, it should be read alongside the underlying standard form. The parties should ensure any negotiated and agreed schedule of amendments is duly incorporated into the contract. Within NEC3/NEC4 suites, such alterations to the standard form are known as Z clauses. Refer to Practice Notes: Construction contract documents and Selection of standard form construction contracts, and to our relevant Precedent schedules under the Precedents tab in subtopics: JCT contracts 2024—overview, JCT contracts 2016, JCT contracts 2011, NEC contracts and Other standard form construction contracts. Schedule of rates/prices A schedule used in tendering when precise quantities are not established, or within a lump sum arrangement for pricing variations (often termed a Bill of Quantities). The tenderer...

'Handover' under an EPC contract The notion of ‘handover’ within an EPC contract is of central importance. It identifies the moment when the EPC contractor’s primary obligations conclude and when the contractor’s potential liability for delay damages falls away. It likewise marks the point at which the employer assumes possession of (and typically responsibility for) the site and, in many instances, when the facility can begin commercial operation. Closely connected to handover are the processes of testing and commissioning. Whether such steps are mandated under an EPC agreement will depend heavily on the character of the facility being delivered. Where the facility comprises infrastructure, such as a road or a bridge, detailed testing and commissioning provisions are less likely to be necessary. By contrast, where the works include complex mechanical and electrical systems, testing and commissioning become essential. For power plants and intricate assets such as hospitals, these concepts are therefore of particular consequence. In truth, the more innovative and advanced the machinery or plant, the greater the need...

Date provision Substitute the date clause in the share purchase agreement (SPA) with the following updated wording to read: This Agreement is delivered on [ insert day and month ] 20[ insert year ] Recitals Recital (B) Remove ‘legal and beneficial’ from Recital (B) entirely. Definitions Revise the following existing definitions set out in clause 1 (Definitions and interpretation) of the relevant precedent SPA (where used in the SPA): Definition of ‘Business’ Replace ‘the City of London’ with ‘[ Edinburgh OR Glasgow OR Aberdeen ]’ instead. Definition of ‘CRTP’ Replace the definition of ‘CRTP’ with the following new definition: CTPRS means Contract (Third Party Rights) (Scotland) Act 2017; Definition of ‘Encumbrance’ Delete ‘assignment’ immediately preceding ‘right of first refusal’, as Scots law uses assignation rather than assignment. Delete ‘legal or equitable’ immediately preceding ‘third party right’, as Scots law does not recognise this separation of ownership...

Headed notepaper of seller/assignor To: [ Insert name and address of contractual counterparty ] [ Insert date ] Dear [ insert contact name at contractual counterparty ], Request for consent to assignment of contract We make reference to the agreement dated [ insert date ] between [ insert name of seller/assignor ] and [ insert name of contractual counterparty ], pertaining to [ insert details of contract ] (the Contract )...

Precedent Please click to view Precedent. The register is created in Microsoft Excel and is not downloadable into Microsoft Word directly. It is intended primarily for in-house lawyers working in commercial organisations. It helps you ensure all contractual documents are systematically and accurately recorded. Documentation may include, for example, agreements, deeds, leases, confidentiality agreements, NDAs...

Contract law regulates the recoverable loss arising under a limitation of liability provision in a share purchase agreement where a warranty is breached. Warranties comprise contractual declarations or assurances concerning the state of the target company, its operations, assets and liabilities. Should a seller provide a warranty in a share purchase agreement that later turns out inaccurate, untrue or misleading, the buyer may pursue a breach of warranty claim and seek damages from the seller for losses thereby suffered by the buyer...