The following Commercial practice note provides comprehensive and up to date legal information covering:
This Practice Note considers heads of terms (also known as a memorandum of understanding (MoU), letter of intent (LOI), comfort letter, pre-contract protocol, term sheet or heads of agreement) in the context of commercial deals. It considers what heads of terms are, how the courts determine whether heads of terms are legally binding, the commonly used phrase ‘subject to contract’, creating legally binding provisions, the duty to negotiate in good faith, and provisions typically included. It also considers which terms are usually intended to be legally binding and provides drafting advice on what to consider and include. This Practice Note also considers how to supersede the heads of terms in the final contract.
For heads of terms for a commercial deal and drafting notes, see Precedent: Heads of terms—commercial contracts.
Heads of terms are a set of documented principles that typically precede substantive contract negotiations and the ultimate signed formal contract.
Heads of terms provide the broad outline of the high-level commercial deal agreed between the parties to a proposed contract while the finer points are outstanding. They will often provide a useful road map for the final contract with the parties regarding them as being morally binding (to the extent that they are not legally binding) so that the points within the heads of terms cannot be materially renegotiated. Heads of terms
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This Practice Note examines the doctrine of consideration and the key role it plays in English law in determining whether a contract is enforceable.A promise will only be capable of being contractually enforced if it is either made in a deed or made in exchange for something of value, known as
Commercial Property Standard Enquiries (CPSEs) are industry standard pre-contract enquiries used in commercial property transactions. CPSEs are endorsed by the British Property Federation and are free to use. The CPSEs include specific environmental enquiries at enquiry 15 and there are several
This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.Note: this Practice Note does not deal with the
This practice note provides an introduction to tort law by addressing three questions:•what does the concept of being liable in tort mean? And how does tort relate to contract and criminal law•how has the law of tort developed?•what is the scope of tort, ie what interests does it protect? What
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