STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where a supplier which, having contracted to provide services to a customer, engages a subcontractor to perform all or part of those services. Although the subcontractor remains responsible for carrying out prescribed right to work checks on individuals it employs or engages to perform the subcontracted services, the supplier may be treated as 'employing' any individual who personally performs the services and so may also be held liable for illegal working unless it satisfies the prescribed requirements for establishing a statutory excuse. The extended liability requirements apply to relevant contractual arrangements entered into on or after 1 October 2026. See News Analysis: Extended scope of the right to work regime: how will it work in practice? and LNB News 14/09/2026 18 for further information. This Checklist will be updated shortly to reflect the changes. This Checklist is

This Q&A assumes that: • A introduced B to C • B and C entered into an agreement where C pays B a monthly payment. A is not a party to the agreement between B and C • A takes a commission from the monies C pays to B by invoicing B. C does not send any monies to A • B would like to terminate the arrangement with A. The parties did not orally agree any termination provisions A verbal contract is a contractual agreement entered into between parties who intend to create legal relations, where one party accepts the offer of the other party, and consideration passes between them. Such contracts are valid in English law, though the lack of extrinsic evidence as to the agreed terms can lead to significant difficulties, and it may be that as a result of the nature of the contract, relevant terms, such as in respect

1 Modern slavery 1.1 For the purposes of this clause 1: 1.1.1 Modern Slavery Policy • means the Customer’s anti-slavery and human trafficking policy as set out in Schedule [insert] as updated by the Customer and notified to the Supplier from time to time; 1.1.2 MSA Offence • means an offence under the Modern Slavery Act 2015; 1.1.3 Supplier Associated Person • means all or any of the Supplier’s officers, employees, agents, subcontractors, and subsidiaries. 1.2 The Supplier shall comply with the Modern Slavery Act 2015 and ensure that all Supplier Associated Persons so comply. 1.3 The Supplier warrants and represents that it has not, and[ to the best of its knowledge, information and belief,] no Supplier Associated Person has: 1.3.1 committed an MSA Offence; 1.3.2 been notified that it, or any Supplier Associated Person, is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015[; OR ; or] 1.3.3 become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015[; or OR .] 1.3.4 [provided any incomplete or inaccurate responses to the Customer’s modern slavery

This Q&A has assumed that: • the contract was made in writing • the contract was not executed as a deed It is important to consider the following resources: Consideration An agreement will only be capable of being enforced if it is either made in a deed or made in exchange for something of value, known as ‘consideration’. Consideration is concerned with what one party gives or promises in exchange for what the other party is giving or promising. Consideration must be sufficient, ie it must have some economic value, but need not be adequate in any commercial sense. With some exceptions, past consideration is generally not binding. See Practice Note: Forming enforceable contracts—consideration which examines

While it is more unusual to conclude a construction contract after the works have been completed, this practice is not unheard of. A contract can take effect retrospectively (Trollope & Colls Ltd and Holland & Hannen and Cubitts Ltd (t/a Nuclear Civil Constructors (a firm)) v Atomic Power Constructions Ltd per Megaw J pp.339; Tameside Metropolitan Borough Council v Barlow Securities Group Services). For example, on some construction projects, the parties may for commercial reasons commence the works under a letter of intent, before a formal contract is finalised. The court have recognised that, if the parties later enter into a formal contract, that contract may in some cases replace the letter of intent and apply retrospectively to the works carried out (see Practice Note: Letters of intent—construction). As for whether a contract intended to have retrospective effect is a ‘construction contract’

Scots contract law has in many ways become similar to its English counterpart despite their different roots. Some English law concepts, such as undue influence and anticipatory breach, have been incorporated into Scots contract law and some leading authorities are the same in both systems. However, there are some key differences of which it is important to be aware. The aim of this Practice Note is to highlight some of the key differences between Scots and English contract law. In particular, the Practice Note looks at: • the formation of contracts • rights under contracts, and • enforcing rights following a breach of contract In March 2018, the Scottish Law Commission (SLC) published its Report on Review of Contract Law: Formation, Interpretation, Remedies for Breach, and Penalty Clauses making recommendations for change, including: • a new statutory statement setting out the rules on formation of contract, covering key points for contract formation • abolition of the ‘postal acceptance

This Practice Note is a ‘how to’ guide on assigning rights under commercial contracts which signposts relevant content. It includes a summary of what assignment is, how it is distinct from novation, whether assignment is appropriate, the requirements for a valid assignment, other legal considerations, and practical points when assigning rights under a contract. It is not technically possible to assign a contract as, generally, the burden or obligations under a contract cannot be assigned. It is possible, however, to assign the benefit or rights under a contract to a third party. For further detailed guidance on when you might want to assign rights under a contract and what you should consider, see Practice Notes: Assigning contracts—common scenarios and considerations, What constitutes a valid assignment of a contract? and Drafting and negotiating an assignment—checklist. What is an assignment? An assignment is an immediate transfer of an existing proprietary right, vested or contingent, from one party to another. The assignment of a contractual right does not create privity of contract between the assignee and the original

It is rare to have a liquidated and ascertained damages (LADs) provision for late completion of the sub-contract works in a sub-contract. Typically, the main contractor will claim general damages from the sub-contractor in respect of the actual loss it incurs as a result of late completion of the sub-contract works. Those losses will often include pass down of the LADs payable by the contractor to the employer under the main contract but, as well as recovering

Law360: An Arbitration Institute of the Stockholm Chamber of Commerce (SCC) tribunal has rejected a Ukrainian natural gas producer’s claims that its Joint Activity Agreement (JAA) with a Swedish oil and gas company was invalid due to corruption, but held that the contract must be terminated anyway because it is no longer worthwhile after the Ukrainian government imposed increased royalties.

Schedule of amendments to the jct MEASURED TERM contract 2024 The Contract comprises the completed Measured Term Contract 2024 (MTC 2024) published by the JCT subject to the following amendments: ARTICLES Articles 5 and 6 Article 5 & 6 [ See drafting note ] Article 8 Article 8 Arbitration Delete Article 8 and insert ‘Not used.’ Article 10 Insert new Article 10 as follows: ‘Article 10 [To be added on the face of the contract] The Employer and the Contractor agree that the modifications in the Schedule of Amendments attached hereto (as initialled by the parties) shall be incorporated into this Contract and the provisions of the Agreement, the Conditions and the Schedules annexed to the Conditions shall have effect as modified by the Schedule of Amendments which together comprise the ‘Contract’. If there is any discrepancy between the Agreement and/or the Conditions and the Schedule of Amendments, the wording of the Schedule of Amendments shall prevail.’ [Article 11 Insert a new Article 11 as follows: ‘Article 11 Collateral warranties Within 14 days of the Employer’s request, the Contractor shall deliver to the Employer executed deeds of collateral warranty from the Contractor

There may be times when, rather than assigning the benefit of an agreement to a third party, the original parties wish instead to end their obligations to each other under that agreement and, in effect, recreate it, with the third party stepping into the shoes of one of the original parties. This is the common form of novation. When advising a client, you should be aware of the requirements for a valid novation and the consequences for the incoming party and the outgoing novation party when a novation takes place, which may be possible to avoid at the time of drafting the novation. A Precedent: Novation agreement—long form is provided. For a practical guide on novating commercial contracts with links to relevant precedents, see Practice Note: How to novate a contract. For the purposes of this Practice Note, the parties to the novation are known as: • remaining party—(A) • outgoing party—(B) • incoming party—(C) What is novation of a contract? Novation occurs when A and B are party to

headed notepaper of seller/assignor To: [Insert name and address of contractual counterparty] [insert date] Dear [insert contact name/title at contractual counterparty], [Sirs / Madam] Notice of assignment of contract We refer to the agreement dated [insert date] between [insert name of seller/assignor] and [insert name of contractual counterparty] relating to [insert details of contract] (the Contract)[ and to our request for your consent to the assignment of the Contract dated [insert date]]. We