Legal Q&A

This Q& A concerns a contract for land and vehicles―a mixed contract. Not every land transaction must follow a public procurement process publicised in the Official Journal of the European Union. Whether such a procedure is needed depends on the character of the arrangement and the contracting authority’s involvement, though land can still comprise a procurable component within a contract. The Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102, do not apply where a contract contains inseparable mixed elements and the procurable aspects are not the contract’s principal object. The key point here is to determine whether the dominant element is the vehicles or the land. Under PCR 2015, SI 2015/102, reg 4(2), there are provisions guiding a contracting authority when dealing with a contract that includes some, but not exclusively, procurable elements......

This Q& A proceeds on the basis that: the question relates to a business-to-business transaction the question relates to a contract drafted and negotiated in the conventional manner and is not an e-commerce transaction entered into between the parties via website terms and conditions the question relates to the execution of a simple contract the question relates to the law of England and Wales Contract formation General contract law principles apply to agreements formed virtually......

For this Q& A, our review is confined to how lotteries, competitions and prize draws differ. Our analysis has focused specifically on distinguishing among these three mechanisms. Definitions The meaning of 'prize competition' Under the Gambling Act 2005 ( GA 2005), a ‘prize competition’ means any contest or arrangement in which a participant may secure a prize, so long as it does not fall within the statutory concept of gambling. The meaning of 'gambling' English law recognises three principal forms of gambling: betting, gaming and lotteries. While the statutory tests are intricate, they can be outlined in broad terms as follows: Betting involves making or accepting a wager on the result of a race, competition or other event or process, on the likelihood of something occurring or not occurring, or on whether a proposition is true or false (even where one party knows the facts). Although ‘bet’ is not...

The question of whether the clause addressing the ‘consequences of termination’ applies upon both termination and upon the agreement’s natural expiry hinges on how the parties have drafted the contract, and on how the provisions are likely to be construed by the court......

We assumed for the purposes of this Q& A there exists in place an arrangement creating a contractual link between the initial equipment supplier and the finance company as lessor; for example, a tripartite agreement among the supplier, lessor and lessee, or a contract between the finance company lessor and the original supplier for the purchase of the equipment before the lessor leases it on to the lessee. We also proceed currently on the basis that no particular industry or sector rules apply to any such arrangement between lessor and original supplier, or between the original supplier and the lessee, that would affect the analysis. This Q& A centres on the principles of construing contracts and the general position for equipment lease and hire agreements. Contract interpretation If a contract does not explicitly provide for an action from which one party seeks to benefit, it must be...

The Consumer Contracts ( Information, Cancellation and Additional Charges) Regulations 2013 The Consumer Contracts ( Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 ( CCR 2013) apply to agreements between a trader and a consumer made on or after 13 June 2014. Under CCR 2013, SI 2013/3134, reg 5, three forms of contract are identified: off-premises contracts — regulation 5 sets out four types of off-premises contract distance contracts on-premises contracts — defined as neither off-premises nor distance, meaning a contract concluded at business premises Contracts are further classified, in reg 5, as: sales contracts service contracts digital content contracts CCR 2013 requires the trader to provide the consumer with specified information and, in certain situations, grants a right to cancel. Where a cancellation right exists, the information supplied must include a cancellation notice in the model form, or details of how the consumer can access that form......

Termination rights within a business contract When assessing termination rights in a business contract, it is essential to identify the various grounds for bringing the contract to an end. For instance, distinguish between ending for breach and termination without cause. You should also review how the termination clause interacts with other remedies and terms within the contract. Contractual provision for termination The Practice Note: Termination and expiry of contracts outlines the law, guidance and practice on ending an agreement, including the legal and practical implications of the route selected to conclude the agreement, whether the termination arises under an express termination provision, by rescission of the agreement, or due to a breach of contract. That Practice Note indicates it is commonplace for parties to negotiate terms that specify when an agreement may end, such as allowing termination on notice by either party. There is no general bar on a...

Brexit— Commercial For help with your query, please refer to the following: Brexit—contract clauses and resources—checklist [ Archived] Clause: Brexit—warranty for commercial contracts clause [ Archived] Clause: Territory definition For additional guidance, see: Brexit collection......

Q& A For this Q& A, we take 'email journaling' to mean a method whereby messages entering or leaving a server are duplicated and sent to a single designated mailbox, creating a record of every message in and out, arranged in a user-selected order (typically by date/time). We have limited this response to circumstances that fit those assumptions, and to cases where the journal mailbox cannot be changed or interfered with by any server user holding normal privileges......

The Consumer Protection from Unfair Trading Regulations 2008 ( CPUTR 2008), SI 2008/1277 The Consumer Protection from Unfair Trading Regulations 2008 ( CPUTR 2008), SI 2008/1277, outlaws unfair commercial practices that harm consumers’ economic interests. Such practices cover areas like product labelling. For more detail, refer to Practice Note: The Consumer Protection from Unfair Trading Regulations 2008 (pre-6 April 2025) [ Archived]. Examples of prohibited behaviour include misleading actions, as specified in reg 5 of CPUTR 2008, SI 2008/1277......

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...”...

Background A statutory declaration is a solemn, formal affirmation of fact made other than for judicial proceedings. In practical application, the making of a statutory declaration is a recognised means of proving or evidencing matters of fact, and it is employed in non‑litigious proceedings, where, for those purposes, it fulfils the same role as affidavits do in litigious proceedings. Making a declaration We have been unable to identify any authority suggesting that statute sets restrictions on the person who may make a declaration......

Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102, reg 33(2) defines a framework agreement as: Regulation 33(2) of the Public Contracts Regulations 2015 ( SI 2015/102) describes a framework agreement as an arrangement between one or more contracting authorities and one or more economic operators, intended to set the terms that will govern contracts awarded over a specified period, notably concerning price and, where appropriate, the quantities anticipated. The Crown Commercial Service ( CCS) guidance interprets a framework agreement as a broad term for arrangements with providers that lay down the terms and conditions under which agreements for specific purchases—referred to as call-off contracts—can be put in place throughout the life of the agreement......

UK Within the UK, Defra leads the development of new regulations arising from initial studies that prioritise gains in energy efficiency. These rules are policed by the National Measurement Office ( NMO). EU Ecodesign and energy-using requirements The European Eu P Directive 2005/32/ EC acted as a framework, with precise performance benchmarks and test methods defined in accompanying implementing measures and regulations. It was later replaced by the Eco- Design Directive 2009/125/ EC. In the UK, the 2005 Directive was transposed via the Ecodesign for Energy- Using Products 2007, SI 2007/2037, which was in turn revoked by the Eco- Design for Energy- Related Products Regulations 2010, SI 2010/2617. The 2010 Regulations transpose Directive 2009/125/ EC into UK law, aiming to enhance product environmental performance across the whole life cycle by embedding environmental considerations at the earliest stages of design. The EU is setting minimum energy and...

This Q& A focuses on public procurement under the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102 As a general principle, the PCR 2015, SI 2015/102 affords bidders considerable latitude to shape bid partnerships and supply chain models to suit their approach. Under PCR 2015, SI 2015/102, reg 63(1), tenderers can draw upon the resources of other organisations to satisfy selection requirements covering economic and financial standing, along with technical and professional capability. A limited carve-out appears at PCR 2015, SI 2015/102, reg 63(7), which permits contracting authorities to stipulate that specified ‘critical tasks’ in a public services or public works contract must be carried out by the prime contractor, or by one from a consortium of primes. Put differently, suppliers are, in most cases, free to deploy their chosen subcontractors when delivering a public contract. That said, this is subject to any...

A well-known problem amongst procurement professionals A widely recognised headache for procurement practitioners arises from the duty in regulation 53 of the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102 ( PCR 2015, SI 2015/102, reg 53). It requires the ‘procurement documents’ to be accessible at the time a public contract is advertised in the Official Journal of the European Union (the Official Journal, or OJEU). In essence, contracting authorities must use the internet to provide unrestricted, complete and immediate access, at no cost, to those documents from the day a notice, issued under regulation 51, appears in the Official Journal, or from the day an invitation to confirm interest is dispatched. The issue most often raised, particularly for public procurements run under the restricted procedure (and comparable routes that involve a pre-qualification phase ahead of the award stage), is whether the...

While an amendment agreement aims to vary an existing contract, it stands as a separate contract in its own capacity. Consequently, identical principles of drafting and contractual interpretation govern the amendment agreement on its own terms alone......

Consumer Contracts ( Information, Cancellation and Additional Charges) Regulations 2013 ( CCR 2013), SI 2013/3134 Took effect on 13 June 2014, these rules govern the majority of agreements made between a ‘trader’ and a ‘consumer’. They set out clear general rights to cancel goods and services, including a longer ‘cooling‑off’ window for distance and off‑premises contracts—up to 14 days after delivery of the goods or conclusion of the contract (for services)—replacing the earlier seven calendar days......

Dynamic Purchasing Systems A Dynamic Purchasing System ( DPS) enables a contracting authority to acquire goods, services and works needed on a recurring basis without running a full public procurement exercise for every individual purchase. It provides a route to buy regularly required items efficiently while remaining compliant. A DPS is intended for sourcing common-use items that are widely available on the market and satisfy the contracting authority’s specifications. Further reading Practice Notes: Introduction to public contracts procurement and Introduction to framework agreements and dynamic purchasing systems Crown Commercial Service ( CCS): Dynamic purchasing system guidance Under the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102, any authority setting up a DPS must follow the rules specified and cross‑referred in PCR 2015, SI 2015/102, reg 34. In keeping with all procedures under PCR 2015, SI 2015/102, contracting authorities should also adhere to the core...

Assumptions have been made that this is an above-threshold procurement, conducted via a fully compliant public purchasing process in line with the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102, and that standstill notices were issued under PCR 2015, SI 2015/102, reg 86, to the winning tenderer and all unsuccessful tenderers, across the procurement process. We further assume the original contractor stopped trading (without entering insolvency) at any stage. Consequently, we have not examined the safe harbours that allow for modifying or substituting a contractor under PCR 2015, SI 2015/102, reg 72(1)(d) for this analysis. Where a public contract has collapsed because the supplier has stopped trading (with no sign of insolvency), and the contracting authority is contemplating appointing a replacement, several points require attention by decision-makers herein. A few illustrations are outlined below......