Legal Practice Notes

This Practice Note delivers practical guidance on the valid execution of simple contracts and deeds by liquidators. A liquidation may be: insolvent (where a company cannot meet its debts or its liabilities exceed its assets), or solvent It may be initiated by court order (compulsory liquidation) or out of court (voluntary liquidation). For information on each type, see: Compulsory liquidation—overview Creditors' voluntary liquidation ( CVL)—overview Members' voluntary liquidation ( MVL)—overview Quick view The outline below summarises execution formalities relevant to liquidators and indicates where corresponding precedent execution clauses are located. For fuller detail, navigate to the document type via the links in the first column. Simple contracts: May be made by the company (see section 43(1)(a) of the Companies Act 2006 ( CA 2006)). Under the...

This Practice Note This Practice Note introduces typical forms of performance bond used in international supply contracts, including, among others, the following: pre-qualification bonds tender (or bid) bonds advance payment bonds ( APB) maintenance bonds completion bonds retention bonds customs bonds facility bonds Performance bonds are widely deployed on numerous projects to give the customer security against a supplier’s failure to perform. The Practice Note also examines, in practice, how trade sanctions and embargoes may influence the discharge of contractual duties in international contracts for which a bond might be required. In particular, it does not cover letters of credit, which are most frequently used in international supply contracts to provide a safe method of payment under the sales contract between buyer and seller, offering protection to the supplier against the buyer’s...

This Practice Note This Practice Note offers an overview of the common law and the conventions that regulate international carriage by air. It sets out the carrier’s liability and the assessment of damages at common law and under the relevant conventions. The Warsaw Convention and the Montreal Convention (together with their various iterations) are outlined, alongside guidance on determining which convention governs a particular matter, and a discussion of limits of liability, jurisdiction, and limitation periods under those regimes. The Note also introduces cargo documentation requirements and the allocation of responsibility for loss, damage, or delay affecting cargo. Carriers transporting goods by air may face liability under: common law international conventions EU regulations This Practice Note serves as an entry point to a broad and intricate subject examined comprehensively in Shawcross & Beaumont: Air Law. Its emphasis is on the common law and, to an even...

This Practice Note explores applicable law clauses—also called governing law clauses, proper law clauses or choice of law clauses. It explains why parties agree an applicable law clause and the key matters to weigh up. It also provides insight into circumstances in which parties may alter the applicable law clause in their contract, and considers whether floating applicable law clauses and stabilisation clauses are effective. For an introduction to applicable law, see Practice Note: Applicable law—a guide for dispute resolution practitioners. Contracts may include a single provision combining jurisdiction and applicable law. For guidance on jurisdiction clauses, see Practice Note: Jurisdiction agreements—introduction. What is an applicable law clause? An applicable law clause records the parties’ agreement, reached during contract negotiations, specifying which country’s laws the courts are to apply if a dispute arises between the contracting parties and proceedings are commenced that require a...

Guide to executing simple contracts across jurisdictions This guide explains the requirements for signing simple contracts in a range of international jurisdictions. A table gives a quick-reference snapshot of the execution formalities for companies, individuals and partnerships in different countries. Fuller commentary for each overseas jurisdiction listed in the table appears in the sections below. For guidance on the execution of deeds in various jurisdictions, see Practice Note: Execution of deeds—jurisdictional guide. For electronic signatures, see Practice Note: E-signatures—jurisdictional guide. For the formation of contracts, see Practice Note: Contract formation—jurisdictional guide. For executing documents under Scots law, see: Execution— Scotland—overview. Please note: this is an introductory resource only, and local advice from suitably qualified legal professionals in the relevant country should be obtained where appropriate. Summary table What are the requirements for companies when executing contracts? What are the requirements for...

This Practice Note provides practical guidance on the proper execution of documents by non- Companies Act corporations This Practice Note offers practical direction on executing documents correctly for corporations outside the Companies Act. Such corporations arise under statute, like local authorities and building societies. A corporation has a legal identity distinct from its members, enabling it to enter contracts, own property, and bring or face proceedings in its own name. Here, the focus is on corporations aggregate (groups of persons) rather than corporations sole (a single office-holder). The expressions ‘body corporate’ and ‘corporation’ are broad and include entities constituted by: Statute: including building societies, co-operative or community benefit societies (formerly industrial and provident societies), and friendly societies A general Act of Parliament: such as local government authorities, corporations overseeing public services and industries, bodies with general administrative and advisory roles, and certain entities carrying out special...

Dispute resolution clauses—what and why Drawing on Practice Note: Dispute resolution clauses—what and why, including a dispute resolution clause in an agreement is widely regarded as beneficial. When well drafted, it can reduce future ambiguity and offer a clear, non-contentious pathway for parties to attempt settlement without immediately resorting to litigation. Many contracts feature such provisions. In some cases they are straightforward, calling simply for litigation or arbitration (and at times also addressing jurisdiction and applicable law). Alternatively, a dispute resolution clause can prescribe other forms of alternative dispute resolution ( ADR) to be used if a disagreement arises; the intention being that ADR steps occur before litigation (or arbitration) begins. These are sometimes labelled ‘ ADR clauses’ or ‘ Dispute resolution clauses’. For guidance on example wording, see Practice Note: Types of dispute resolution...

This practice note sets out approaches to drafting a joint venture agreement so the arrangement is not treated as a partnership. To avert any inference of partnership, the agreement should stress the ongoing separation and independence of the participants’ businesses (best ensured by each maintaining distinct operational control), alongside the separate accrual and taxation of their profits. Separate and independent businesses The joint venture agreement should be framed to ensure there is: no amalgamation no shared legal or beneficial ownership of any assets used in the joint venture no joint conduct of the joint venture business or businesses The most effective way to dispel any suggestion that the participants are jointly carrying on a joint venture business is for the agreement to confirm that each participant independently controls the operations of its own business. In a typical contractual joint venture, each participant must provide its own...

This practical guidance relates to the pre- Procurement Act 2023 regime This Practice Note provides guidance for procurements that began before the Procurement Act 2023 ( PA 2023) commenced on 24 February 2025. Procurements within scope that start on or after that date fall under PA 2023. Under the Act’s transitional and savings provisions, the prior procurement regimes still apply, so far as is needed, enabling contracting authorities to finalise and administer procedures launched before PA 2023 took effect (ie live procurements). Read this Practice Note on that basis. For context, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Additional practical material on PA 2023 appears in the separate subtopic, Procurement Act 2023—overview, which also includes: Practice Note: Direct award— PA 2023. Using the negotiated without a notice procedure The legal bases for applying the negotiated procedure without a notice are set out in...

ARCHIVED: This archived Practice Note sets out illustrative decisions in contractual dispute claims from 1 January 2024 to 31 December 2025. For further analysis of illustrative and key decisions in contractual dispute claims from 1 January 2026 onwards, see Practice Note: Contract disputes—illustrative decisions (2026). The core principles governing contractual disputes on formation, interpretation and remedies for breach are largely settled; see: Forming enforceable contracts—overview Contract interpretation—overview Terminating contracts—how and when a contract ends—overview Contractual breach damages and remedies—overview Transferring contracts and rights of third parties—overview Although every case must be assessed on its own merits and its distinct factual and legal matrix, it is helpful to observe how the principal rules function within real contexts. Accordingly, this Practice Note gathers some of the more illustrative decisions in contractual disputes. The decisions set out below date from 1 January 2024 onwards...

This Practice Note distils the law, guidance and practical approach to varying contracts and deeds. It outlines how a contract or deed can be changed in writing, orally or by conduct, and also addresses unilateral variation, waiver and sustained minor breach. It offers practical and drafting pointers, flags issues when adjusting business-to-consumer contracts, public contracts and third party guarantees, and considers third party rights on variation. For a step-by-step guide to contract variation with full resources, see Practice Note: How to vary a contract. Where a variation stems from renegotiation after difficulties during performance, see also Practice Note: Managing difficulties in commercial contracts for further guidance. When is a contract variation appropriate? In commercial life, parties rarely operate only through isolated, stand-alone agreements; rather, relationships evolve over time, which may necessitate changes to existing contracts. Variations may arise and be proposed for many reasons,...

This Practice Note explores the definition, interpretation and practical use of conditions precedent in commercial arrangements. It also reviews common conditions precedent and key drafting considerations... What are conditions precedent? In a commercial contract, a condition precedent identifies an event that must occur before either: the contract itself, or a party’s obligations under the contract, take effect Until that event is fulfilled, neither the agreement nor the relevant duty is binding. The leading authority on construing a condition precedent is Bremer Handelsgesellscheft Schaft mb H v Vanden Avenne Izegem PVBA [1978] 2 Lloyd’s Rep 109 (not reported by Lexis Nexis®). There, Lord Wilberforce explained that whether a clause amounts to a condition precedent, or is some other form of contractual term, turns on: (i) the wording of the clause, (ii) its place within the agreement as a whole, and (iii) broader legal...

This Practice Note offers hands-on guidance on what is required for a company seal. If a company keeps a seal and chooses to use it, practitioners must check it meets the applicable provisions of the Companies Act 2006 ( CA 2006). Do note, not every company holds a seal, and those that do are not required to execute simple documents under seal, where appropriate and necessary. For more detail, see Practice Note: Execution formalities—companies. We have developed a comprehensive, interactive collection to help users pinpoint and navigate key concepts and frequent issues when executing documents, including guidance on using a company seal. It brings together practical guidance, relevant precedent clauses and Q& As for each section or phase, enabling users to work methodically through that stage. For further information, see: Execution collection for...

This Practice Note sets out a high-level summary of the principal legislation and regulation that affect business to business ( B2B) contracts for the sale and supply of goods. It contrasts the use of standard terms and conditions with bespoke agreements when recording supply of goods transactions. It also surveys the different forms of goods supply contracts and the core clauses they contain, including provisions on the description and specification of the goods, price and payment, delivery, acceptance, title and risk, retention of title, and warranties. For guidance on legislation and regulation relevant to B2B contracts for the supply of services, see Practice Note: Contracts for the supply of services—business to business. For broader considerations for commercial contracts, see Practice Note: Key terms and conditions in commercial contracts. The supply of goods and services to consumers is heavily regulated and is not covered by this...

Scope of Practice Note This Practice Note on preparing a notice of breach of contract highlights the principal situations in which serving such a notice may be appropriate and explains the context for our tailored notice of breach precedents. Many commercial agreements contain terms requiring a party in default to receive notice of its breach. Frequently this sits within a termination clause and may be necessary to enable the defaulting party to remedy the failure and/or operate as a preliminary step to issuing a termination notice for breach under a contractual right to terminate. That said, not every breach of contract creates a right to terminate or necessitates a notice to remedy; some breaches may confine the innocent party to a claim for damages only. In those circumstances, a notice may be issued to inform the defaulting party that the innocent party requires the breach to be...

This Practice Note examines the court’s approach where there is a dispute over which party’s terms and conditions govern their agreement in a ‘battle of the forms’, a scenario most often encountered in negotiations between commercial suppliers and buyers of goods, each seeking to conclude a contract on its own standard terms and conditions. When does a ‘battle of the forms’ scenario arise? Such a ‘battle’ arises when two parties embark on negotiations intending to enter a contract, yet each attempts to finalise it on their own standard terms and conditions. In that case, it is necessary to determine: whether a binding contract has been made between the parties and, if so, which party’s terms and conditions, if any, have been incorporated into the contract This situation often occurs in dealings between commercial suppliers and buyers of goods who each wish to conclude on their own...

Legislative framework This Practice Note explores the transfer of IP rights. It sets out the statutory rules on the formal requirements for effecting legal assignments of patents, trade marks, copyright and designs, as contained in the Patents Act 1977 ( PA 1977), the Trade Marks Act 1994 ( TMA 1994), the Copyright, Designs and Patents Act 1988 ( CDPA 1988), the Registered Designs Act 1949 ( RDA 1949) and Assimilated Regulation ( EU) 6/2002, and addresses the possibility of partial assignments. It also addresses equitable assignments of IP rights. Alongside the shared principles applicable to patents, trade marks, copyright and designs, it identifies the specific issues to be considered when transferring each distinct right. The Note additionally deals with the assignment of rights that may arise in future, and with assignments of comparable trade marks and re-registered designs. It explains how to...

This Practice Note contrasts agency with distribution and includes a table outlining the principal legal distinctions between agents and distributors. It explains, in detail, how agents and distributors differ, examining their links with the relevant principal or manufacturer and assessing the relative risk profile attached to each type of appointment made. It also considers when an agency is preferable and the scenarios that favour distributorships. Initial considerations Agency and distribution are channels to market: routes by which a manufacturer, producer, or an intermediary, such as a wholesaler, delivers products in practice to end-user customers. Other common routes to market also include direct sales (where sales staff are employed by the manufacturer, or the manufacturer sells remotely (eg via the internet)), forming a joint venture with a local enterprise, and franchising (which shares many characteristics in common with...

The framework for execution of documents under Scots law is set out in the Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) and the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule: contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) the creation, transfer, variation or termination of a real right in land an agreement between...

This guide outlines the rules and requirements for the execution of deeds across multiple international jurisdictions. A table offers a quick-reference overview and summary of the execution formalities for companies, individuals and partnerships in a range of countries. Further detail on each overseas jurisdiction listed in the table appears in the sections that follow, including any variations in limitation periods for claims under contracts made as a deed. Each section corresponds to the overseas jurisdictions shown in the table for reference. For the execution of contracts across jurisdictions, see Practice Note: Execution of contracts—jurisdictional guide. For electronic signatures in different jurisdictions, consult Practice Note: E-signatures—jurisdictional guide. For the formation of contracts across jurisdictions, refer to Practice Note: Contract formation—jurisdictional guide. For the execution of documents under Scots law, see Execution— Scotland—overview. Note that this is an introductory resource only; seek local advice from...