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Clarkslegal LLP
Contributions by Clarkslegal LLP Experts

5

Novation—why and how to novate a contract
Practice notes

This Practice Note considers novating a contract, distinction between contract novation and contract assignment, the requirements for a valid novation (consideration and consent to the novation), effect of novation, quasi-novation, limitation in novation context, advising an incoming or outgoing novation party, eg warranties, future novations, conduct of claim, indemnities, third parties and conditional novation.

Deed of novation—long form
Precedents

This Precedent is a deed of novation, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. The use of a deed, as opposed to a simple contract, generally avoids questions over whether each party has given sufficient consideration for the novation. This Precedent may be used for novation of a commercial contract.

Deed of novation—short form
Precedents

This Precedent is a short form deed of novation, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. The use of a deed, as opposed to a simple contract, generally avoids questions over whether each party has given sufficient consideration for the novation. This Precedent may be used for a simple novation of a commercial contract where the incoming party assumes responsibility only for obligations and liabilities arising on or after the novation date.

Novation agreement—long form
Precedents

This Precedent is a novation agreement, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. This Precedent may be used for novation of a commercial contract.

Novation agreement—short form
Precedents

This Precedent is a short form novation agreement, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. This Precedent may be used for a simple novation of a commercial contract where the incoming party assumes responsibility only for obligations and liabilities arising on or after the novation date.

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