[Enter name and address of employer] Dear [enter name] Draft contract of employment I enclose a draft contract of employment for your review.[ You will see that there are some areas in square brackets where I will need your instructions and I have included some optional clauses for you to consider.] Please contact me when you have had a chance to read through the draft so that I can make any further necessary changes. This type of contract is suitable for a junior employee working a standard working pattern. For more senior employees, further provisions would be required, such as more extensive confidentiality obligations and/or restrictive covenants which limit competitive behaviour after the termination of employment. Employees with atypical working hours or flexible working arrangements would also require a different contract in some respects. I set out below some particular issues on some of the clauses in the draft. Please note that issuing this contract to employees will comply with your obligations to issue a written statement of their particulars of employment under the Employment Rights Act 1996 (ERA

This Practice Note discusses the common law doctrine of privity of contract, the exceptions to it, how the doctrine affects enforcing a contract against a third party and what happens when, notwithstanding the lack of privity, a contract has an indirect effect on a third party. For guidance on contracts and third parties more generally, see Practice Note: Ireland—Contracts and third-party rights. What does privity of contract mean? ‘Privity of contract’ is a common law doctrine, which provides that you cannot: • enforce the benefit of, or • be liable for any obligation under a contract to which you are not a party. Therefore, if your client is not a party to a contract (ie they are a third party) then they cannot sue or be sued under that contract. Example: • A promises to B that they will pay a sum of money to C—C cannot sue A for that sum if A fails to pay Murphy v Bower (1866) IR 2 CL 506 (not

This Practice Note provides an overview of the general application and interpretation of English case law in Ireland and examples of where similar and divergent approaches have been taken in the two jurisdictions on issues of contract law. It also considers the impact of Irish and EU legislation and the Constitution of Ireland (Bunreacht na hÉireann) on the application of Irish contract law, before providing a brief overview of the civil court system. Background to contract law in Ireland Ireland was a part of the UK until 1922 and retained a common law legal system and much UK legislation post-independence. Jurisprudence in Irish courts today continues to mirror that of the English and Commonwealth courts. Ireland remains a committed member of the EU single market and the eurozone. Furthermore, while Malta, as a member of the EU and EEA, has a mixed legal system, traditionally based on civil law with common law

Express and implied contractual terms distinguished Contractual terms may be either express or implied: • express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made (or there may be a combination of written and oral express terms) • implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom For guidance on implying terms into contracts, see Practice Notes: • Contract interpretation—terms implied by fact • Contract interpretation—terms implied by law • Contract interpretation—terms implied by custom and usage Issues with express contractual terms Where terms are expressly agreed, issues can arise as to: • incorporation—what has been incorporated as an express term of the agreement, and • construction or interpretation—what the incorporated terms mean Where statements are made in the course of negotiations, but not effectively incorporated as express terms of the agreement,

Expired contract One of the ways in which a contractual promise may be discharged is in accordance with the agreement, such as by performance or by the occurrence of an event stipulated in the agreement. A stipulation that an agreement ceases to be enforceable after a specific date will preclude a claim for performance or damages based on that agreement (Smith v Lindsay & Kirk). It will be necessary to consider whether the original contract has been varied by the unsigned contract. A contract variation is a subsequent change to an original contract. The parties to the original

Administration of the sub-contract The general duties and obligations of contract administration will depend on the scope of the building contract or sub-contract, and may be undertaken by different parties, but generally include: • supervising the performance of the works in accordance with the sub-contract • issuing instructions • certifying the amount of payment due to the sub-contractor and making appropriate deductions • reviewing and assessing variation and extension of time claims The contractor is normally responsible for carrying out the majority of the contract administration under a sub-contract, such as supervising works and certifying payments due to the sub-contractor. It may, in some situations, engage an independent third party to carry out or assist with these functions. Under many standard form sub-contracts, the contract administrator/architect under the main contract (CA) is also referred to and has a role in respect of the sub-contract. See, for example, the JCT Standard Building Sub-Contract Conditions 2016 where, inter alia, the CA may approve the quality or standard of materials/workmanship where specified

This Practice Note considers how contractual terms may be implied by fact. Implied terms are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Express and implied contractual terms distinguished Contractual terms may be either express or implied: • express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made. See Practice Note: Contract interpretation—express terms in contracts • implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom This Practice Note considers those terms implied by fact. For guidance on terms implied by law, see Practice Note: Contract interpretation—terms implied by law. For guidance on those terms implied by custom and usage, see Practice Note: Contract interpretation—terms implied by custom and usage. How might terms be implied into a contract

This Precedent is an execution clause for use by a partner on behalf of the partnership when entering into a simple contract (rather than a deed). Such a document may be executed by a partner acting under the authority of the partnership, whether express or implied. Partnerships Partnerships in Ireland are governed by the Partnership Act 1890 (Ireland) (PA 1890 (IRL)) and should be distinguished with limited partnerships which are encompassed by the Limited Partnerships Act 1907 (Ireland) (LPA 1907 (IRL)). For guidance on execution of contracts by limited partnerships, see Practice Note: Ireland—Execution formalities—limited partnerships. PA 1890 (IRL) is largely unamended since its enactment in 1890 and also remains in use in the United Kingdom. PA 1890, s 1 defines a partnership as ’the relation which subsists between persons carrying on business in common with a view to profit’. In effect, a partnership requires: • two or more persons • to carry on a ‘business’ • in common • with a view to making profit Partnerships do not have a separate

This Practice Note provides an overview of the distinction between express and implied terms and outlines the manner in which terms may be implied into a contract. In addition, this Practice Note provides guidance on the common law and statutory rules affecting implied terms in a consumer law, employment law, and landlord and tenant law context. This Practice Note provides an overview of the distinction between express and implied terms and outlines the manner in which terms may be implied into a contract. In addition, this Practice Note provides guidance on the common law and statutory rules affecting implied terms in a consumer law, employment law, and landlord and tenant law context. For more detailed information on contract law in Ireland, see Practice Notes: • Ireland—Contract law essentials • Ireland—The relationship between Irish and English contract law • Ireland—Contracts—formation and interpretation • Ireland—Exclusion and limitation of liability • Ireland—Contract—breach and remedies See also: Ireland—Initial contract considerations—checklist. This Checklist provides guidance to drafters

We refer you to the Q&A: Can a business-to-business contract provide for one party only to have termination rights? which you may find useful for your purposes. The Practice Note: Termination and expiry of contracts sets out the law, guidance and practice relating to terminating an agreement, including the practical and legal consequences of the method

This Practice Note brings together the following frequently asked questions relating to the variation of commercial business-to-business (B2B) contracts and deeds: • What is the best approach for varying the terms of a B2B contract? • How do you vary a deed? • How do you remove or replace a party to an agreement? • Can a multi-party B2B contract be varied by only one party? • What is the process for extending the term of a contract? • Can a contract be varied by performance or a course of dealing? • What is the process for varying prices under a contract? • How do you vary the services to be provided under a contract? • What formalities, if any, are needed if a party to a commercial agreement changes its name or status from that stated in the original contract? • What precedents do you have for varying a contract? • Is there anything else I need to consider when varying a contract? A contract variation is a change to an existing agreement, after it has

In answering this Q&A, we assume the contract is a general business to business commercial contract in respect of which no specific sector or regulatory rules apply. An unenforceable contract can be distinguished from a void and voidable contract as: • one that is valid (ie capable of producing a