Subject to 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...

Use this checklist when representing the seller in the disposal of a registered freehold residential property, whether offered with vacant possession or burdened by a lease or multiple leases. It is not comprehensive and will not address every eventuality in every transaction. You should always consider if there are additional matters that require attention. It does not purport to be a complete guide for every case. Preliminary matters Have you taken instructions from the client? Robust due diligence and effective transaction management depend on a clear grasp of the seller’s objectives and the proposed sale terms. Obtain full instructions, and clarify any elements of your brief that are unclear or out of the ordinary. Consider whether further specialist input is required; for example, planning advice where completion is conditional upon planning permission being secured. The table below sets out some of the principal points on which instructions should be obtained at the outset. This list is not comprehensive, and you may need to request information about additional...

This Checklist highlights the principal points and potential pitfalls to address when preparing and agreeing a payment clause in a business to business contract, covering late payment as well. For a model clause, see Precedent: Payment clause-commercial contracts. Guidance on late payment is in Practice Notes: Penalty interest rates in commercial contracts and Late Payment of Commercial Debts (Interest) Act 1998, including, in particular, the sections on: Contracts, organisations and debts subject to LPCD(I)A 1998 Calculating the statutory interest Express terms for late payment in place of statutory interest Meaning of 'grossly unfair' Price and payment terms in a contract are often closely linked. When using this checklist, also refer to: Drafting and negotiating a price clause-checklist. Legal issues, general comments and what to watch out for are noted. Late payment legislation The Late Payment of Commercial Debts (Interest) Act 1998 (LPCD(I)A 1998) allows all businesses and public sector bodies to claim statutory interest on late payment of commercial...

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...

Pagden (as liquidator of Core VCT IV Plc and Core VCT V plc) and others v Fry and other cases [2025] EWHC 2316 (Ch) What are the practical implications of this case? This decision clarifies that, although liquidators’ firms and their personnel may, in certain circumstances, invoke limitation clauses in relation to distinct contractual or tortious duties (always subject to the Unfair Contract Terms Act 1977 and fact-specific questions of vicarious liability), individual liquidators cannot restrict the statutory obligations that arise under a statutory trust. Sensible practice is for liquidators and their firms to revisit engagement letters to (a) set out, with precision, the separation between liquidators’ statutory functions and any contractual or advisory services; and (b) add explicit carve-outs confirming that limitation provisions have no application to the liquidators’ statutory duties. What was the background? The claimants are three companies that issued proceedings against their former liquidators and the firm of those former office-holders (the defendants). They contend the defendants breached fiduciary, tortious and contractual...

Original news Interserve Construction Ltd v Hitachi Zosen Inova AG [2017] EWHC 2633 (TCC), [2017] All ER (D) 82 (Nov) What are the practical implications of this case? Although the outcome rested largely on the parties’ bespoke terms, the case underscores the need to examine termination provisions with care both when contracting and before attempting to terminate. It also indicates that, when interpreting the parties’ chosen wording, the court is unlikely to construe it in a manner that fails to give operative effect to expressions such as ‘subject to’. What was the background? Hitachi, the EPC contractor for an energy from waste plant in Worcestershire, engaged Interserve as sub‑contractor. Dissatisfied with Interserve’s performance and delay, Hitachi served a notice under sub‑clause 43.1 of the sub‑contract, invoking grounds (h) and (q). Those grounds provided that, if Hitachi failed to proceed regularly or diligently with the works or committed a material breach: ‘…then, subject to Sub‑Clause 43.1A and without prejudice to any other rights or remedies which’...

STOP PRESS From 24 February 2025, the core provisions of the Procurement Act 2023 (PA 2023) take effect and apply. Competitions commencing on or after that date must proceed under PA 2023, while procurements started under the earlier regimes — the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011 — must continue to be run and overseen in line with those rules and procedures accordingly. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This material concerns the Procurement Act 2023 regime. It provides practical guidance on public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on light touch contracts under the former legislation, see Practice Note: Considerations when authorities procure contracts that are not subject to the full procurement regime. Overview of the light touch public procurement regime Under PA 2023, light touch contracts (LTCs) mean contracts wholly or predominantly for the delivery of identified...

STOP PRESS: On 19 June 2025, the Data (Use and Access) Bill secured Royal Assent, transforming into the Data (Use and Access) Act 2025 (DUAA 2025) and taking partial effect on that same date. Provisions of DUAA 2025 dealing with issues such as handling data subject access requests, and granting the power to make further regulations, commenced immediately on 19 June 2025. Other elements, relating to notices issued by the Information Commissioner and certain facets of law enforcement processing, began to apply on 19 August 2025 (being two months from the date of Royal Assent). The bulk of DUAA 2025’s measures will only commence once additional regulations, by way of statutory instruments, are made and brought into force. Parts 5 and 6 of DUAA 2025 operate to revise and update areas of UK data protection and ePrivacy law within the UK, including the United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations...

Introduction This Practice Note examines how dwellings (often called 'tied cottages') provided to agricultural workers as part of their employment terms are regulated under the Rent (Agriculture) Act 1976 (R(A)A 1976) as a 'protected occupancy', or the Housing Act 1988 (HA 1988) as an 'assured agricultural occupancy', or the Renting Homes (Wales) Act 2016 (RH(W)A 2016) as an 'occupation contract'. It also considers the effect and implications of the Renters’ Rights Act 2025 (RRA 2025) on those lettings. Non-tied accommodation (ie lettings of farm houses and other dwellings on agricultural land) will generally be subject, as appropriate, to the provisions and requirements of the Rent Act 1977 (RA 1977), HA 1988, or RH(W)A 2016. Lettings under the Agricultural Holdings Act 1986 or the Agricultural Tenancies Act 1995 that include dwellings fall outside the scope of this Practice Note. These lettings are not affected by RRA 2025...

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...

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 •...

This Agreement is entered into on [ insert date ] (the Commencement Date) by and between: Parties [ insert supplier name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Supplier); and [ insert customer name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Customer). Each of the Supplier and the Customer is a party, and together the Supplier and the Customer are the parties. Background The Supplier is [ an experienced software developer and ] [ insert the Supplier’s background details and the background to the relevant transaction ]. The Customer is [ insert the Customer’s background details ]. Subject to this Agreement, the Supplier shall develop software for the Customer and will licence (or arrange...

Form LTBT1 Form LTBT1 is prescribed by the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, SI 2003/3096 (the Order). Where the parties intend to contract out of, or exclude, sections 24–28 of the Landlord and Tenant Act 1954 (LTA 1954), the Order stipulates that particular steps must be completed before any such agreement is concluded. Landlords frequently seek the flexibility of a contracted‑out lease, as it allows the tenancy to end on expiry of the term without the tenant acquiring a right to a new lease. Under the LTA 1954, the former position required court approval for a contracted‑out arrangement (the Pre‑2004 Procedure). The Order replaced that regime with a new process that obliges the landlord to serve a warning notice in, or in a form substantially similar to, that set out in SI 2003/3096. This notice must be given before the lease is granted or, if the parties propose to enter into an agreement for lease, before that agreement is made, because the tenant must receive...

Trustees frequently seek to limit personal liability when entering a deal (here, a transfer). Whether a purchaser agrees is subject to negotiation. In this scenario, the exposure for the second trustee appears slight, as they are disposing of just one asset, so they might be willing to abandon that condition. The purchaser must be satisfied that the trustee has been properly appointed and is authorised to give a valid receipt for the sale monies so that any equitable interests are overreached...

Automatic renewal clauses Automatic renewal clauses may present in various formats to the following overall effect: open-ended contract subject to notice—“This Agreement will remain in force for a term of [three] years from the commencement date...”