Shepherd and Wedderburn

This Practice Note considers Scots contract law and highlights key differences between the law in Scotland and the laws of England and Wales. In particular, the Practice Note covers the formation of contracts, rights that exist under contracts (including the rights of third parties) and the enforcement of rights following a breach of contract.

This Agreement is [made on [date] OR delivered on [date]].Parties1[Insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Outgoing Party); and2[insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Incoming Party); and3[insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Remaining Party),each of the Outgoing Party, Incoming Party and Remaining Party being a party and together the Outgoing Party, Incoming Party and Remaining Party are the parties.BACKGROUND(A)The Outgoing Party wishes to transfer, by way of novation, its rights and obligations under the Original Contract (as defined below) to the Incoming Party, in accordance with this Agreement.(B)The Outgoing Party wishes to be released and discharged from its[ future] obligations and liabilities under the Original Contract.(C)The Remaining Party agrees to release and discharge the Outgoing Party from

This Agreement is made on [date]Parties1[insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Party A);[ and]2[insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Party B)[, OR ; and]3[[insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Guarantor),]each of [Party A and Party B OR Party A, Party B and the Guarantor] is a party and together [Party A and Party B OR Party A, Party B and the Guarantor] are the parties.Background(A)This Agreement is supplemental to the Contract (as defined below).(B)In accordance with clause [insert variation clause reference] of the Contract, each party has agreed to amend the Contract as set out in this Agreement.(C)[Under the Guarantee (as defined below), the Guarantor agreed to guarantee certain obligations of Party B.](D)[The Guarantor is entering into this Agreement as confirmation