Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Contract definition

What does Contract mean? In legal practice, a contract is the enforceable agreement by which parties set out promises and allocate risk, whether made orally, in writing or by conduct. The law of contract is principally case-law driven across England & Wales, Scotland, Northern Ireland and Ireland, with statutory interventions on formalities, construction and consumer protection. In England & Wales, Northern Ireland and Ireland, formation generally requires offer, acceptance, consideration and an intention to create legal relations. In Scotland, consideration is not required; a contract is formed by agreement (consensus in idem) with the necessary intention, with writing only needed in defined cases. Key features...

Subcontracting in UK commercial contracts: consent, flow-down drafting, nominated subcontractors, liabilities, third-party rights and competition law

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note considers the legal and practical issues when entering into a subContract or authorising subcontracting:

What is subcontracting?
When may subcontracting be allowed?
The legal consequences of subcontracting
SubContractor’s liability for the contractor’s consequential Loss
Subcontractor’s liability to the customer

What is subcontracting?

While contractual rights and benefits are, unless expressly restricted, generally capable of assignment, contractual duties or burdens are not. Nonetheless, in some cases those obligations can be performed vicariously through subcontracting. Subcontracting is the delegation by the main contractor of part or all of its obligations under its contract with the customer to a third party (the subcontractor) for the subcontractor to perform. Where such vicarious performance is permitted, the contractor’s liability under the main contract does not pass to the subcontractor. The contractor remains answerable to the customer for any non-performance by the subcontractor, even if the customer has agreed to the arrangement. There is no privity of contract between the customer and the subcontractor. This means there is limited scope for...

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Web page updated on 21/05/2026

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