[HEADED NOTEPAPER OF ASSIGNEE] To: [Insert name and address of recipient—the other party to the contract being assigned] [Insert date] Dear [name of other party to the contract being assigned] Notice of assignment We refer to the [[insert name of contract or agreement] OR loan agreement] dated [insert date] between [insert name of assignor] (Assignor) and [insert name of recipient] [relating to [insert details of contract] OR for an amount of [insert

This Practice Note is a ‘how to’ guide on executing simple contracts which signposts relevant content. It includes a summary of the requirements for valid contract execution, including preliminary considerations, links to the execution formalities for different entities, other legal considerations, and practical points when executing a contract. Not all contracts are required to be in writing. However, some contracts are and it is usually preferable to execute a written contract in the interests of certainty, to address any issues raised by the parties during negotiating and to establish the terms of the agreement. For further general guidance on executing simple contracts with links to related content, see also Practice Note: Executing documents—deeds and simple contracts. We have produced a collection that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. We have Training Materials which provide an introduction to execution and cover

The Agreement, Recitals, Articles and Contract Particulars at the start of a JCT contract set out the project specific details for the particular works to be carried out. It is very important that these are fully completed and that the details are correct to avoid ambiguity and disputes regarding what is required. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes which provide detailed information on the areas covered. It is aimed at those who are relatively new to dealing with JCT contracts. An employer will often arrange for the architect/contract administrator or other consultant to complete the particulars at the start of the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client or its consultants as to the details to be inserted. This Checklist can be used as a reference where completing or checking the particulars. For

1 Guarantee 1.1 Definitions Actual Completion Date • the date on which the Transfer is actually completed; Completion Date • [date] or, if later, the date calculated in accordance with clause 1.3.2(b); Price • £[amount]; Property • the property known as [description] shown [edged OR coloured OR hatched] [colour] on the plan attached to this Contract at Appendix 1 [and registered at HM Land Registry under the Landlord's Title]; Standard Conditions • the Standard Commercial Property Conditions (Third Edition—2018 Revision); and Transfer • the transfer of the Property in the form attached to this Contract at Appendix 2. 1.2 Interpretation For

The general principles applicable in contractual dispute cases pertaining to formation, interpretation and remedies for breach are relatively well established, see: • Forming enforceable contracts—overview • Contract interpretation—overview • Terminating contracts—how and when a contract ends—overview • Contractual breach damages and remedies—overview • Transferring contracts and rights of third parties—overview And, while it is critical that each case is analysed on its own merits and its own unique set of factual and legal circumstances, it is of use to understand the operation of the key legal principles in their factual context. This Practice Note therefore includes some of the more illustrative decisions in the field of contractual disputes. The decisions listed below are those dating from 1 January 2026 onwards (earlier key decisions are included elsewhere within the guidance in the above subtopics, including in Practice Notes: Contract disputes—key and illustrative decisions (2020–2023) [Archived] and Contract disputes—illustrative decisions (2024–2025) [Archived]). We do not include every decision but only those from which interesting points of illustration arise. The decisions listed below include full links to the

The date on which an agreement is intended to take effect can be different to the date on which it is signed. Unless otherwise provided, an agreement takes effect once signed by all parties. If the effective date is not the date on which the document is signed by all the parties this should be made clear in the agreement itself in a separate commencement clause. See the Drafting Notes to Precedent: Commencement and term clause and Practice Note: Executing documents—deeds and simple contracts for more information. Consideration too should be given to the general principles on contract interpretation. The terms of a contract, including any reference to a commencement date or effective date will be interpreted (and thus will be binding or not binding on the parties) in accordance with the usual rules of contract interpretation. In addition, there

Example 1—Wrongful dismissal: gross misconduct [Insert in para 6.1 of response form ET3:] 1 It is admitted that on [insert date] the Respondent summarily dismissed the Claimant from his employment as [enter position, eg sales manager]. For the reasons set out below, it was fully entitled to do so. 2 It is [admitted OR not admitted OR denied OR that the Claimant was employed by the Respondent as a [insert details of claimed job, eg sales manager] under a contract of employment dated [insert date]. [Insert details of response to contractual terms pleaded in the claim. Sample text is provided at paragraph 3.] 3 It is admitted OR not admitted OR denied OR that the contract of employment contained the [express OR implied OR express and implied] terms set out in paragraphs [insert numbers] of the claim. [Insert details of any other relevant contractual terms. Sample text is provided at paragraphs 4 and 5.] 4 It was also an express term of the Claimant’s contract that he could be dismissed without notice for gross misconduct. 5 A further express term of

This Practice Note considers when the common law of England and Wales is applied to determine the law applicable to contract claims. It sets out the process by which the courts of England and Wales will apply the common law to determine which law is applicable to the issues in dispute between the parties. For an overview of considerations when dealing with applicable law, see Practice Note: Applicable law—a guide for dispute resolution practitioners. For guidance on determining the applicable law of an arbitration agreement, see Practice Note: Law of the arbitration agreement (England and Wales). Why is the applicable law important? When determining a contractual dispute, it is important to know the substantive law of the country that is to be applied by the courts to determine that dispute. This is known as the applicable law, governing law or proper law. The rationale for disputes to be determined by application of the substantive law was explained in the dictum of Lord Diplock in Amin Rasheed v Kuwait Insurance (1983) as follows: ‘My Lords, contracts are incapable

This Practice Note examines the Construction Sub-contract between Project Co and the Construction Sub-contractor (also referred to as the Construction Contractor) in the context of a PFI or PF2 project. In the 2018 Budget (delivered on 29 October 2018), it was announced that the government will no longer use PFI or PF2 on new projects (see News Analysis: Budget 2018—what does it mean for infrastructure and housebuilding?). However, existing PFI and PF2 projects will continue to run, and given the typical lifespan of such projects this is likely to be for many years. Background to the Construction Sub-contract PFI structure—diagram sets out the basic structure of a PFI project. Where the project includes a built asset (as is usually the case), there will be a Construction Sub-contract (also referred to as the ‘Construction Contract’) between the Project Co and the Construction Sub-contractor under which the Construction Sub-contractor will carry out the construction phase of the project (the phase during which the assets are actually built) and prepare it for handover to the public sector body and the subsequent

This Agreement is made on [insert date] Parties 1 [NAME OF COMPANY], a company incorporated in [Scotland] with registered number [insert number] whose registered office is at [insert address] (the Company); and 2 [NAME OF EMPLOYEE], of [insert address] (you). THE PARTIES Agree: 1 Definitions and interpretation 1.1 In this Agreement the following expressions will, unless the context otherwise requires, have the meanings set opposite them: Basic Salary • the meaning given to it in Clause 9.1; [Board • [the directors of the Company present at a meeting: (i) of directors of the Company or (ii) of a duly appointed committee of directors of the Company[, such meeting to be convened and quorate in accordance with the articles of association of the Company and the Companies Act 2006] OR the directors of the Company present at a meeting of directors of the Company such meeting to be convened and quorate in accordance with the articles of association of the Company] [, such meeting to be convened and quorate in accordance with the articles of association of the Company and the Companies Act 2006];] [Chief Executive • the [chief executive]

For information on apprenticeships in Scotland generally, see Practice Note: Apprenticeships in Scotland. The legal framework for apprenticeships in Scotland is different from that in England, which has a statutory scheme. For more information, see: • the section of Practice Note: Apprenticeships in Scotland entitled 'Legal framework for common law apprenticeships • Practice Note: Apprenticeships, which deals with the position in England An employee with over two years’ service

Force majeure Force majeure in its literal translation means 'superior forces'. A force majeure clause in a contract may operate in certain circumstances to excuse one party from its obligations under that contract. The first step is to check the relevant contract to see if it contains a force majeure clause. Force majeure will only be recognised under English Law if it is specifically provided for in the terms of the contract. Force majeure is not a technical term and as such does not have a clearly defined meaning under English Law. Although the courts, through case law, have developed what a force majeure event may consist of there is no clear definition as to what a force majeure event is. Contracting parties should therefore be wary of force majeure clauses that refer to the fact that the 'usual force majeure clause is to apply', as they may be void due to uncertainty. In order to successfully rely on a force majeure clause, the aggrieved