The following Commercial practice note provides comprehensive and up to date legal information covering:
This Practice Note considers the key terms and conditions (or T&C, Ts&Cs or T&Cs) in contracts for business-to-business (B2B) transactions. It sets out the general drafting considerations for contracts. It also looks at the key operative clauses in contracts such as price and payment, duration, termination, liability, warranties and indemnities and boilerplate.
See also Practice Notes: Defining terms—The definitions and interpretation clause and Structure and form of commercial contracts.
One of the first issues to consider when putting in place a contract, is to ensure that there is a valid contract which is capable of being enforced. A contract should always satisfy the basic criteria for contract formation, ie it must comprise offer, acceptance and consideration and be executed by parties with the requisite capacity and authority to enter into the transaction. For more detail, see: Formation and interpretation—overview.
It is also fundamental that the written terms clearly and accurately set out the key elements of the contract and address all the material parts of the transaction. When advising a client or drafting a contract:
state obligations expressly
where possible, avoid terms such as 'best or reasonable endeavours', 'material breach' or 'all necessary care or skill' or define them clearly. It is preferable to specifically outline the scope of a term so that all parties clearly understand their responsibilities (see Practice Note: Reasonable and best
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Dividends involve a distribution of cash or a distribution of non-cash assets (known as a distribution in kind or a distribution in specie).A scrip dividend (in a tax context, sometimes referred to as a stock dividend) allows a shareholder to receive new shares in a company as an alternative to a
This Practice Note covers the legal framework and regulatory guidance to be considered in determining whether an arrangement constitutes a contract of insurance and the possible consequences of carrying on activities relating to a contract of insurance without the requisite regulatory permissionsThe
Issue estoppel is a sub-species of the res judicata doctrine (see Practice Note: The doctrine of res judicata). In addition to the general key requirements for establishing a res judicata (see Practice Note: Key requirements to establish a res judicata), this Practice Note considers the specific
Disposal and devolutionThe equity of redemption arises as soon as the mortgage is made. It is an interest in the land which the mortgagor can:•transfer, lease or mortgage inter vivos, or•by will (it passes on intestacy)No cloggingIt is a fundamental principle of a mortgage that there must be no clog
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