On first viewing, a Scots law building contract, professional appointment or collateral warranty would look very familiar to a practitioner with knowledge of English law versions of those documents. However, on closer inspection, it will become apparent that there are a number of (often subtle) differences which it is important to be aware of. This Checklist provides practical tips on how to convert an English law construction contract into one which is compliant with Scots law (also known as ‘kilting’ a contract). It is not intended to be exhaustive and assumes that the parties are using standard mid-market forms of construction contract which do not contain extensive project-specific drafting. Where such project drafting is included, there may be other differences between Scots law and English law which need to be taken into account. Execution issues • the concept of ‘execution as a deed’ does not exist in Scots law. Scots law documents are typically signed in ‘self-proving’ form in accordance with the Requirements of Writing (Scotland) Act 1995. Scots law documents are not dated at the beginning—instead

[We acknowledge receipt of your request to start work during the cancellation period. We now [enclose OR attach] [a copy of the signed contract OR confirmation of the contract] as follows: OR The cancellation period has now passed

Introduction JCT published the Target Cost Contract 2024 (TCC 2024) in June 2025. The TCC 2024 was the final contract in the 2024 suite of JCT contracts. It was also the first target cost contract published as part of the JCT suite and so was not an evolution from a 2016 equivalent (as the vast majority of the 2024 contracts were). This Practice Note addresses the structure, and content of the TCC 2024 on a stand-alone basis while also providing practical tips and insight on how to use it. It also notes, where appropriate, similarities to, and divergences from, the other JCT 2024 contracts. Despite, at that time, being a new instalment for JCT, the structure, language, defined terms and concepts of the TCC 2024 will be recognisable to any reader familiar with the 2024 suite of contracts and with those from the earlier suites. The TCC 2024 is essentially a design and build contract and therefore does cover much of the same ground as the JCT Design

This Practice Note looks at the role of enquiries in the due diligence process and what to do when faced with preliminary enquiries in commercial property transactions. What are enquiries before contract? Enquiries before contract (also called pre-contract enquiries, preliminary enquiries or standard enquiries) play a part in various scenarios; eg they are raised by a buyer on the acquisition of freehold or leasehold land, by a tenant before the grant of a new lease, by a mortgagee before taking a charge over land or by a landlord before accepting a surrender of a lease. For simplicity throughout the remainder of this Practice Note, reference will be made to ‘seller’ and’ buyer’ although this can include landlord and tenant or mortgagor and mortgagee as appropriate. Enquiries before contract take the form of questions asked directly of the seller by the buyer (although almost invariably with their respective legal advisers acting as intermediaries). Although enquiries before contract are often treated as a stand-alone part of the due diligence process, there is a degree of overlap with a buyer’s title investigation,

This Practice Note looks at the process of producing a construction sub-contract, often referred to as ‘stepping down’ a building contract. It looks at key considerations in the process of producing a ‘step down’ (also sometimes called a ‘flow down’), including some potential pitfalls to avoid and some particular issues that need to be considered/addressed. For a step-by-step guide to then drafting the sub-contract and implementing the actions necessary to step down, see Practice Note: How to step-down a building contract. The majority of the industry standard form building contracts publish accompanying sub-contracts, however, where the employer and contractor have entered into a bespoke building contract, a form of sub-contract must be prepared from scratch to align with the building contract. When the building contract is stepped down, the contractor’s rights and obligations under the building contract are passed on to the sub-contractor so that the contractor’s obligations under the building contract become—to the extent relevant and with appropriate adjustment—the sub-contractor’s obligations under the sub-contract. This enables the contractor to fulfil its obligations at building

This Q&A refers to a business-to-business contract which is not subject to any specific industry or sector regulation. There may be further considerations where the contract is a business-to-consumer contract. Formation of contracts There are four essential ingredients for a contract under English law—offer, acceptance, intention to create legal relations and consideration. As a general rule (and specifically in relation to business-to-business contracts which are not governed by any sector or industry specific regulation) there is no requirement for a contract to be in writing—for example, a contract

This Q&A focuses on whether a dispute resolution clause is binding between the parties in the event of a breach of contract leading to termination. Generally, whether or not a contractual term operates after termination is a question of construction (Port Jackson Stevedoring Pty Ltd v Salmond and Spraggon (Australia) Pty Ltd). If the parties expressly provide that a particular term is, or is not, to be enforceable when a contract terminates, the parties’ agreement will be enforceable. See Precedent: Survival of termination clause which allows parties to select clauses in an agreement that will survive termination of the agreement as a whole. When there is no express agreement, the courts will be left to decide what the parties must have intended. For a summary of the principles used by the courts when interpreting the meaning of contracts, see Practice Note: Contract interpretation—the guiding principles. Clauses which can be considered procedural in nature are generally intended by the parties to be enforceable notwithstanding

Sub-contract agreement [Name of main contractor] (the Main Contractor), Company number: [insert Main Contractor’s company number] [Address of Main Contractor’s registered office] Sub-Contract No: [insert sub-contract number] Date: [insert date] This Sub-Contract is placed subject to the terms and conditions set out below. To: [insert name of Sub-Contractor] (the Sub-Contractor) Company number: [insert Sub-Contractor’s company number]Address: [insert address of Sub-Contractor’s registered office]Attention: [insert name of relevant persons at the Sub-Contractor] Sub-Contract Sum: £[insert sub-contract sum]Payment TermsInstalment 1: [insert date(s) for payment of instalment(s)] Amount £[insert amount]Instalment 2: [insert date(s) for payment of instalment(s)] Amount £[insert amount]Instalment 3: [insert date(s) for payment of instalment(s)] Amount £[insert amount]Completion of Sub-Contract Works: £[insert amount] Site: [insert name/details of site]Sub-Contract Works: [insert brief description of the sub-contract works][Goods: [insert brief description of goods]] as more particularly described in and supplemented by the following documents (the ‘Numbered Sub-Contract Documents’) which shall form part of the Sub-Contract: [insert name(s) of document(s) where works and/or goods described in detail] [Sub-Contractor’s Key Personnel:] [[insert names]] Commencement Date: [insert date]Date(s) for completion: [insert date(s)] [Facilities/services to be provided by the Contractor:] [[insert details of

The governing, or applicable law is the law that governs a dispute between the parties. Generally, parties have the freedom to choose the applicable law. However, where they have failed to do so then the applicable law will be determined by the application of the relevant directive, convention or common law rules. For domestic disputes between parties based within the jurisdiction of England and Wales,

This Agreement is made on [insert date] Parties 1 [NAME OF COMPANY], a company incorporated in England 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 and the Companies Act 2006] ];] [Chief Executive • the [chief executive] of [the Company OR [insert name of Group Company]] as appointed by the [Board OR Group Board] from time to time;] Commencement

ARCHIVED: This Practice Note has been archived is not maintained. This Practice Note is part of a series of archived Practice Notes collating and summarising notable historic case law rulings and principles relating to public procurement law. The majority of entries in this Practice Note are archived cases, decided before the Public Contracts Regulations 2015 entered into force. For details of the latest case law developments see: • UK public procurement case tracker • EU public procurement case tracker This Practice Note focuses on cases relating to contract award and challenges. Procurement processes should be conducted in a fair and transparent manner, with contracting authorities aiming to build sustainable relationships with suppliers and generate healthy competition for contracts in order to support best value and efficiency. At the same time, contracting authorities need to be alive to potential challenges throughout the procurement process and contract lifecycle. Equally, parties wishing to challenge a contract award must adhere to the relevant procedure and time limits. For further reading on this subject,

1 Attendees: [Insert name of director/head of function] [Insert name of in-house lawyer] [List any additional attendees] 2 Agenda Topic Required information Action owner Introduction Outline of purpose of meeting:—to understand all the different procurement processes used in the organisation;—to understand the ways in which contracts are managed across the organisation;—to understand how the legal department can best support the organisation’s