We have assumed that this is an above-threshold procurement exercise that has followed a fully compliant public procurement procedure in accordance with the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 and that standstill notices have been issued under PCR 2015, SI 2015/102, reg 86—to the successful tenderer and all unsuccessful tenderers. Additionally, we have assumed that the original contractor ceased trading (and did not go into insolvency). We have therefore not considered the safe harbours permitting modification/replacement of a contractor under PCR 2015, SI 2015/102, reg 72(1)(d). Where a public contract has failed due to the fact that the contractor has ceased trading (with no evidence of insolvency), and the contracting authority is considering replacing the supplier, there are a number of considerations to bear in mind. Some examples are set out here. Following the issue of contract award notices to all tenderers

Generally, an enforceable contract can only be terminated in accordance with the terms of the agreement. This is because the necessary elements of a contract have been satisfied to give the contract legal effect. For more information on the elements to form a legally binding and enforceable contract, see Practice Notes: • Forming enforceable contracts—offer • Forming enforceable contracts—acceptance • Forming enforceable contracts—consideration • Forming enforceable contracts—intention to create legal relations • Forming enforceable contracts—certainty • Forming enforceable contracts—capacity In relation to business to business contracts specifically, once a contract is in force, it is only capable of being terminated in accordance with its terms. For more information, see: • Practice Note: Terminating commercial contracts • Practice Note: Termination and expiry of contracts • Contract termination—checklist • Drafting and negotiating term and termination clauses—checklist Where a party wishes to terminate a contract during its term, it will be necessary to

Description of outsourced services [State nature of services, eg data entry, catering services] Outsourcing supplier [Identify the outsourcing supplier to which this record relates] Audit team [Identify the individuals within the customer business who are involved in the audit exercise, eg commercial leads, operational leads, in-house legal/general counsel, head of IT, finance, risk and compliance, head of HR] Name Role [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] Date audit completed [Insert date] Audit record What service levels were the customer seeking to achieve by

In an application for summary judgement dismissing a claim for damages for breach of contract, the court applied the Bwllfa principle (Bwllfa and Merthyr Dare Steam Colleries (1891) Limited v Pontypridd Water Works [1903] AC 426) and admitted evidence of what had happened between the event giving rise to the breach of contract and the trial when assessing the damages due. The case demonstrates the court’s ability to consider the effect of events that have taken place after the date of the breach in order to assess the innocent party’s loss. On the facts of the case, to have found otherwise would have been to award not damages to the Claimant (i.e. a compensatory payment to put him in the same position he would have been in but for the allegedly negligent advice), but a windfall benefit.

This Practice Note provides an overview of breach of contract and the remedies available following a breach. It considers what may amount to a breach of contract, how the courts approach that assessment with reference to contractual interpretation of the parties’ obligations, the remedies for breach and the use of clauses to limit resulting liability and/or compensation. It also considers whether a claim for breach of contract be brought and how to claim late payment interest. This Practice Note does not deal with payment disputes in construction contracts which are governed by the Construction Contracts Act 2013 (Ireland). For guidance on contract law generally, see Practice Note: Ireland—Contract law essentials. Breach of contract A breach of contract occurs where one party (‘the defaulting party’) fails or refuses to comply with or perform their duties or obligations under the relevant contract, either in whole or in part, when the time for performance has fallen due, or where the performance was defective. The other party to the contract (‘the innocent party’) will then be able

Purpose of the contract of insurance–flowchart The purpose of this flowchart is to assist in identifying whether particular

This Q&A relates to a business-to-business (B2B) contract which is not subject to specific sector regulation or control. We further assume that the parties to the contract are not subject to any controls external to the contract

This Practice Note considers the court’s approach when there is dispute as to which party’s terms and conditions govern their contract in a ‘battle of the forms’ scenario most commonly experienced in negotiations between commercial suppliers and buyers of goods who each want to conclude a contract on their own standard terms and conditions. When does a ‘battle of the forms’ scenario arise? A ‘battle of the forms’ arises where two parties enter into negotiations with the intention of entering into a contract but each attempts to conclude the contract on their own standard terms and conditions. In such a case, it will be necessary to determine: • if a binding contract has been entered into between the parties and, if so • which party’s terms and conditions have been incorporated into the contract, if any The scenario often arises in negotiations between commercial suppliers and buyers of goods who each want to conclude a contract on their own standard terms and conditions. Which party’s terms and conditions will

Key questions for any dispute resolution lawyer when reviewing a contract in the context of a dispute will be: • what does the contract mean? • what are the parties’ respective rights and obligations under the contract? This Practice Note sets out the five principles of interpretation used by the courts to answer these questions, as formulated by Lord Hoffmann in 1998 in the leading case of Investors Compensation Scheme v West Bromwich Building Society ('ICS') and the further guidance provided in the subsequent Supreme Court decisions in Rainy Sky v Kookmin (2011), Arnold v Britton (2015) and Wood v Capita (2017), see further below. This Practice Note should be read in conjunction with Practice Note: Contract interpretation—rules of contract interpretation. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see below: Court specific guidance. ICS v West Bromwich Building Society—Lord Hoffman's guiding principles In 1998, in Investors Compensation Scheme v West Bromwich Building Society (the ICS case), Lord Hoffmann said: ‘Almost all

ARCHIVED: This Checklist has been archived and is not maintained. It provides guidance to assess the potential contractual risk to an individual business posed by Brexit, and how to carry out a Brexit risk management contract audit in preparation for Brexit in advance of IP completion day. For information on the impact of IP completion day on contracts and more generally on commercial law, see Practice Notes: What does IP completion day mean for contract clauses? and What does IP completion day mean for Commercial? This Checklist provides guidance on assessing the contractual risk to an individual business posed by Brexit, and how to carry out a Brexit risk management contract audit. It considers the need for a Brexit team, the issues arising in a business unit audit and in a contract audit and matters for contract review. For a more in-depth analysis, see Practice Note: Brexit—contract risk management [Archived]. For the purpose of this Checklist, unless expressly indicated otherwise, all references to: • ‘exit day’ are to that term as defined in the European Union

This Practice Note covers the legal and regulatory framework 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 permissions. For further guidance, see Practice Note: Identifying contracts of insurance in English law—an introduction and the decision tree in Identifying a contract of insurance—flowchart. The legislative and regulatory background English insurance legislation does not provide a clear or an exhaustive definition of a ‘contract of insurance’. The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), SI 2001/544 defines a ‘contract of insurance’ as ‘any contract of insurance which is a contract of long-term insurance or a contract of general insurance’. The question of whether a contract is a contract of insurance is important because rights under a contract of insurance are 'specified investments' under the RAO. The RAO also specifies activities which, when carried on by way of business in relation to those investments, are regulated activities. Under section 19 of the Financial Services

This Q&A refers to a business to business contract containing a general power of attorney granted under the Powers of Attorney Act 1971 (PAA 1971), and not lasting or enduring powers of attorney. In answering this Q&A we have focused on the requirements for execution of the contract documentation in which the power of attorney is granted. Novation Novation occurs when A and B are party to an agreement and B 'transfers' its obligations and rights under the agreement to C, such that C can be said to 'step into the shoes' of party B, with a resulting contractual relationship between