Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Contra definition

What does Contra mean? Contra describes, in receivables and commercial practice, a sum owed by the seller (the client) to its customer (the debtor) which the debtor may set off against the price it owes on the client’s invoice. It commonly arises where the debtor also supplies the client, or where credit notes, rebates, returns, damages or “contra charges” are claimed. The effect is to reduce or extinguish the receivable. Contra is not a statutory term; it is industry shorthand for set-off (called compensation in Scots law). The underlying rights are governed by contract and the general law of set-off/compensation in England &...

Contractual indemnities in commercial contracts: principles, case law and practical drafting on scope, losses, causation, costs, conditions precedent, negligence, and interaction with limitation, warranties, guarantees, insurance and third-party rights

Published by a LexisNexis Commercial expert

Practice notes

Indemnities

Indemnities serve as a vital means of allocating risk within commercial agreements. They attract hard-fought negotiation and are routinely examined by the courts. Their wording, reach and application differ widely, yet they must not be drafted, assessed or bargained over without a sound grasp of the principles developed in the case law surrounding them. An indemnity clause should never be read alone. It needs to be considered as one of several potential remedies, with clarity on how each differs and the ways they may operate together across the agreement’s remedial framework. Any indemnity provision should be analysed against the Contract as a whole and alongside external considerations—such as the deal’s circumstances and insurance—so that the protected risk can be properly understood and advised upon and effectively managed in context. This Practice Note chiefly addresses indemnity clauses used in general commercial contracts, while also providing references and links to other types of indemnity for deeper enquiry and further research. For a specimen indemnity clause, with drafting commentary for use in a business-to-business commercial contract, see Precedent: Indemnity clause—commercial contracts. For a summary of key terms and matters to weigh when carefully and prudently preparing and negotiating an indemnity clause in...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...