Regulation of contractual relationships

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Scope of lending bank’s duty to commercial borrower to treat the customer fairly (Morley v RBS)

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Featured Commercial content

Fiduciary Duties

Who is a fiduciary?There is no comprehensive list of the relationships which give rise to the existence of fiduciary duties under common law. Some...

Joint, several, and joint and several liability

ContractWhere a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise...

Conditions precedent in commercial contracts

This Practice Note considers the meaning and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent...

Mistake in contract law

This Practice Note considers the legal concept of mistake in contract law. It examines common mistake, mutual mistake, unilateral mistake, mistake as...

Practice notes

Contract variation

This Practice Note summarises the law, guidance and practice relating to the variation of contracts and deeds. It explains how a contract or deed can...

9th Nov

In-house

Practice notes

Nature and types of agency

BrexitAs of exit day (11 pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

9th Nov

Practice notes

Agreements to agree

This Practice Note considers agreements to agree, and why an agreement to agree certain contractual terms at a future date has traditionally been held...

9th Nov

Practice notes

Bailment

This Practice Note provides an introduction to bailment, which is a large and complex topic.This Practice Note provides a working definition of...

Produced in partnership with Quentin Tannock of 4 Pump Court 12th Jan

Practice notes

Digital Content Directive—summary

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

9th Nov

Practice notes

Carriage of goods by sea—charterparties

This Practice Note explains the law relating to charterparties in the context of an arrangement for the carriage of goods by sea. It explains the key...

Produced in partnership with Quentin Tannock of 4 Pump Court and James Watthey of 4 Pump Court 12th Jan

Practice notes

Information society services and e-commerce

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

9th Nov

Practice notes

Wilful misconduct and deliberate default in commercial contracts

This Practice Note sets out guidance upon the meaning, use and importance of commonly used terms in exclusion and limitation of liability clauses in...

Produced in partnership with Tim Wright of Fladgate 12th Jan

In-house

Practice notes

Termination and expiry of contracts

This Practice Note provides an overview of contract expiry and of the different causes of termination and ways to discharge a contract, including...

9th Nov

COVID-19

In-house

Precedents

Consignment stock agreement—pro-supplier

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

Produced in partnership with Paul de Vince and Jagdeep Singh of Gateley Plc 12th Jan

Precedents

Business continuity clause

Definition—Business Continuity Event Business Continuity Event means an event (whether a natural or man-made phenomenon or...

9th Nov

COVID-19

Precedents

Deed of release and waiver

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

In-house

Practice notes

Carriage of goods by air

This Practice Note provides a summary of the common law and conventions governing international carriage by air. It explains the liability of the...

Produced in partnership with Quentin Tannock of 4 Pump Court and James Watthey of 4 Pump Court 12th Jan

Precedents

Short form letter of assignment

[On headed notepaper of the assignor]To: [Insert name and address of Assignee][Insert date]Dear [insert name of Assignee]Assignment of contractWe...

9th Nov

Practice notes

Agency and distribution compared

BrexitBrexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement,...

9th Nov

Precedents

Month definition

Month means a calendar month; Close This is a suggested definition for the term 'month', which...

9th Nov

Most recent Regulation of contractual relationships content

Precedents

Online terms and conditions for the supply of digital content and end user licence agreement—business-to-consumer

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

13th Dec

In-house

Precedents

Model instructions for cancellation and model cancellation form—business-to-consumer

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

13th Dec

Precedents

On-premises (in store) terms and conditions for the supply of goods—business-to-consumer

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

13th Dec

Q&As

Are there any legal requirements in respect of customer complaints handling for (non legal or financial) businesses?

As a starting point, it will be necessary to check industry specific regulations and any guidance applicable to the business and to consider any Trade...

7th Dec

Q&As

Are there any minimum limits for liability caps in business-to-consumer terms and conditions where the service being provided is provided free of charge?

In respect of business-to-consumer (B2C) contracts for the supply of services, section 57 of the Consumer Rights Act 2015 (CRA 2015) (contained in CRA...

6th Dec

Q&As

Does an unincorporated sports club act as a business or as a consumer when purchasing goods and services?

Unincorporated associationAn unincorporated association cannot enter into contracts or own assets and is not a separate legal entity from its members...

6th Dec

Q&As

When a consumer exercises the final right to reject under the Consumer Rights Act 2015, can a trader carry out the repairs to make the goods conform to the contract and insist on returning the goods to the consumer?

The Consumer Rights Act 2015 (CRA 2015) provides for tiered remedies, meaning that the ‘final right to reject’ is only available to the consumer in...

6th Dec

Q&As

What rights and remedies are available to a consumer in respect a service provider’s failure to supply cancellation information?

We assume the contract in question is an off-premises business-to-consumer (B2C) contract for the supply of services, with both contracting parties...

6th Dec

Q&As

What is the 'order with obligation to pay' button?

What are the obligations regarding this order button?The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI...

6th Dec

Q&As

Is the provision of a timeshare, where a timeshare company makes available a specific property for occupation, a provision of a service for the purposes of the Consumer Rights Act 2015 (CRA 2015)? Does CRA 2015 define ‘goods’ and ‘services’?

ServicesThe Consumer Rights Act 2015 (CRA 2015) does not define ‘services’. In respect of services, CRA 2015, s 48 sets out which service contracts...

6th Dec

Q&As

Is a supplier of services obliged to supply a copy of a contract to the customer on the day it has been signed (or at all)?

For the purposes of this Q&A we have assumed the contract is a standard business-to-consumer contract.The Consumer Contracts (Information,...

6th Dec

Q&As

If a consumer buys bespoke goods online and allege the goods are faulty, but the supplier thinks it was the consumer’s fault what are the consumer’s rights and the supplier’s rights?

In answering this Q&A we have limited our research to cover online purchases by consumers of bespoke items.For the purposes of this Q&A we have...

6th Dec

Q&As

In a business-to-consumer supply of services contract, can the supplier enforce a provision against the consumer which provides that the consumer cannot directly engage a member of staff employed by the supplier for 12 months following termination by the consumer on three months' notice?

It is a basic principle of common law that an individual should be free to follow his trade or calling when, where and in what manner he wishes....

6th Dec

Q&As

What are the key considerations when setting up an online business-to-consumer (B2C) business?

In answering this Q&A, we have assumed for the purposes of this response that you are referring to a business operating in England & Wales. Further...

6th Dec

Q&As

Where B2B and B2C contracts for services are concluded by a business in person (at both a director’s home and client premises) and at a distance (via email and telephone), which set of terms and conditions are most appropriate?

We do not have a single set of terms and conditions suitable for both B2B and B2C contracts concluded at a distance and in person, and the drafting...

6th Dec

Q&As

Do the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to sales of charity lottery tickets and to charity auctions?

In relation to charity lottery tickets, the relevant section of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations...

6th Dec

Q&As

In a distance or off-premises contract for the supply of services which falls within the scope of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (CCR 2013), SI 2013/3134 to which the cancellation rights apply, where services are provided to a consumer within the 14-day cooling-off period under CCR 2013, SI 2013/3134, can you ask the consumer to waive their right to a cooling-off period? If so, what level of consent is required and is there any case law in this area?

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134, reg 36(1), a trader must not begin the...

6th Dec

Q&As

Where a seller incorrectly prices goods on a business-to-consumer website can it refuse to make a sale at that price on the basis that it was obviously incorrect?

Offer, acceptance and invitation to treatsWhether the seller can refuse to make a sale at an incorrect price may depend on whether a contract has been...

6th Dec

Q&As

A client initially receives customer enquiries via their website or by telephone/e-mail. Some customers attend the client's showroom to see equipment samples. The client then visits the customer's home to help scope out the required work. An estimate is then provided to the customer via e-mail. A contract is then entered into, usually via telephone/e-mail, but sometimes in the customer's home. Would these arrangements give rise to off-premises contracts, distance contracts and/or on-premises contracts?

For the purposes of this Q&A we have limited our research to cover the Consumer Contracts (Information, Cancellation and Additional Charges)...

6th Dec

Q&As

When a consumer exercises a final right to reject under the Consumer Rights Act 2015 and if the trader is making a deduction for use, how is that deduction calculated?

If goods are faulty, the Consumer Rights Act 2015 (CRA 2015) provides tiered remedies for a consumer. If a consumer asks for a repair or replacement...

6th Dec