Clause 1—Definitions Amend the definition of Completion Date: Completion Date • [date] being the completion date fixed by the Original Contract; Add the following definitions: Original Contract • an agreement dated [date] made between (1) the Original Seller and (2) the Seller, by which the Seller has contracted to purchase the Property from the Original Seller; Original Seller • [name]; Clause 3—The transfer For a sub-sale involving a single transfer, amend clause 3.3 to refer to the Original Seller: The [Original] Seller is not required to transfer the Property otherwise than as a whole and to the Buyer at the Price. For a sub-sale of part of the land in the Original Contract, consider inserting a new clause 3.4: The Seller must [take a transfer OR procure the transfer to a third party] of the remainder of the land comprised in the Original Contract and agrees that that transfer must be completed simultaneously with the transfer of the Property to the Buyer. Clause 5—Title Replace the text of clause 5.2 with the following: The legal estate in the

Having conducted an audit of the contract management processes in your organisation (see Practice Note: How to conduct a contract audit), you should understand what the current process within your organisation involves (or that there are in fact several processes). You now have the building blocks to enable you to take control of the contract management process in the legal department. The way in which you structure contract management within the legal department can be a tactical operation or a strategic structured approach, with various steps in-between those, depending on the size and nature of your organisation and the resources available to you. The key point is that whichever approach taken, it must be one which demonstrates it enhances your organisation’s goals and revenue. Before you implement a contract management system for the legal department, you should be clear in your mind about the arguments you will use to counter any challenges to the inevitable changes that will be brought about to current ways of working. The key argument is that

In this Q&A we refer to a business-to-business contract which is not subject to specific sector or industry regulation. We have also assumed that the contract is silent as to the rights of termination of the party seeking to terminate it (rather than it providing a specific prohibition). We have also assumed that there are no circumstances existing which would otherwise provide the party with a common law right to terminate (such as for breach). The Q&A Can I terminate a contract on reasonable notice? explains ‘… the courts now tend to look at the agreement to see what the parties' intention was. The general rule is that a contract can be terminated on reasonable notice (except for certain statutory exceptions such as commercial agency arrangements). In Broome v Pardess Co-operative Society of Orange Growers (Est 1900) Ltd at [612], recently cited with approval by Patten J in WX Investments Ltd v Begg at

This contract management plan checklist sets out the suggested contents for a robust contract management plan which will ensure you know the baseline for commercial negotiations, enable you to implement a legal framework to support commercial requirements, and/or provide you with a template against which to review relevant documentation. Suggested contents of the plan include definition of the scope and deliverables, specification of the timeline, financial details, plan of the work, and anticipation of the risks. There is a section for you to mark whether you have completed each requirement and also to insert comments or note action

Before you can start taking steps to take control of the contract management process in the legal department, you have to understand what the current commercial and legal processes involve. You should conduct a contract management audit that includes all the stakeholders, resources, and processes across your organisation (including the legal department) that impact how your organisation’s contracts are handled, from negotiation and creation to execution and management. This Practice Note provides suggestions as to how to conduct an audit of contract management processes together with an indication of the topics you should investigate during your audit. Conducting the audit There are several ways you could conduct an audit of contract management processes in your organisation: Method Advantages Disadvantages Impromptu hallway or office conversations. Ad hoc meetings may give you the required information if your organisation is small. —You need to steer the conversation with targeted questions. See Precedent: Impromptu contract audit meeting questions for some sample questions.—Risk of gaining an incomplete picture. Conduct a workshop that includes a representative

Validity In so far as they are merely personal, contracts and contractual rights and obligations as such are altogether outside the rule against perpetuities (South Eastern Rly Co v Associated Portland Cement Manufacturers (1900) Ltd). It was formerly held that every contract not expressly limited as to duration was prima facie permanent and irrevocable. This placed upon the party asserting that the contract was not perpetual, the burden of showing either some expression in the contract itself, or something in the nature of the contract, from which it could reasonably

[Enter name and address of employee] Dear [enter name] Draft contract of employment I enclose for your review a draft contract of employment[, which has been drafted by your [employer OR prospective employer], [enter name of employer or prospective employer]]. [You will see that there are some areas in square brackets on which I will need your instructions[ and I have added some extra 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[, bearing in mind that, as this is your employer’s standard contract used for all staff, it may not be possible to negotiate many of the changes you might wish to make]. This type of contract is suitable for an employee working a standard working pattern, as you[ will] do. If, however, your working hours or work location are in fact less structured than this, please let me know so I can check if further flexibility should be built in. I set out below some particular issues

Overview of the NEC Supply Contract The NEC Supply Contract, or ‘SC’, is part of the NEC3 and NEC4 suites of contracts (see Practice Note: NEC contracts—introduction). Most construction practitioners will be more familiar with the NEC3/NEC4 Engineering and Construction Contract (EEC), but where the employer wishes to purchase goods or plant and material in relation to a project, the NEC3/NEC4 Supply Contract may also form part of the documentation for a project. The Supply Contract could also be used as a standalone contract to purchase goods where a significant degree of management control is required (but, as with any contract, should be carefully considered to ensure that the terms do not conflict with any other non-NEC contracts used in relation to the same project). The NEC Supply Contract is designed to be used for the purchase of high value goods and related services. The NEC have drafted this with the intention that it be more even handed between the buyer and seller than parties’ own standard terms and conditions of supply are likely to be. The NEC3/NEC4

ARCHIVED: This Practice Note has been archived and is not maintained. The UK is no longer bound by the Rome Convention, as a matter of international law, having left the EU. However, the substantive rules continue to apply in some cases, ie if the contract was entered into between 1 April 1991 and 16 December 2009 and meets the criteria required under the act. Consequently, the substantive rules have been retained in the C(AL)A 1990 but they are subject to amendments set out in The Law Applicable to Contractual Obligations and Non–Contractual Obligations (Amendment etc) (EU Exit) Regulations 2019, SI 2019/834. For guidance on the current position, see Practice Note: Contracts (Applicable Law) Act 1990—application and interpretation. This Practice Note looks at Article 8 of the Rome Convention which deals with material validity. The general rule is that the validity of a contract is determined by applying the convention. However there is an exception in Article 8(2) enabling a party to rely on the law of the country in which they are habitually resident.

Statutory requirements for stipulating when a contract will terminate Where a worker begins employment with an employer, the employer must give the worker a written statement, setting out certain prescribed particulars of employment (section 1 of the Employment Rights Act 1996 (ERA 1996)). This statement often takes the form of an employment contract (see, Precedent: Employment contract basic version). For further information about statutory particulars, generally, see Practice Note: Written statements of employment particulars. The particulars must include, among other things, information about the term of the contract (see Practice Note: Written statements of employment particulars, under the main section dealing with ‘What the written statement must cover’). Where the contract does not have a fixed term, then written particulars must be provided of the length of notice which the worker is obliged to give and entitled to receive to terminate their

This Q&A assumes that the question relates to a business-to-business contract. A contract may be brought to an end in a number of different ways. For more information, see Practice Note: Termination and expiry of contracts. Where an agreement includes a right to terminate for convenience, to avoid arguments as to the effectiveness of the exercise of such right, close attention should be paid to the requirements of the agreement including any notices clause. The courts generally require strict

This Practice Note sets out a sensible approach to reviewing a commercial contract between businesses (B2B) (such as an intellectual property licence agreement) for UK VAT purposes. It does not seek to deal with reviewing a contract for VAT purposes in relation to contracts for the following, each of which require specific considerations to be taken into account: • real estate transactions, or • the sale of a business and whether it is a transfer of a going concern • sales of goods involving Northern Ireland, and • sales of goods to end consumers, directly or via an online marketplace or in consignments with an intrinsic value under £135 (whether directly or via an online marketplace) (see Practice Note: VAT—online marketplaces and direct online sales of goods) Conducting a proper review of any bilateral B2B commercial contract for VAT purposes has two essential stages: • determining the VAT treatment of any supplies of goods or services to be made pursuant to the contract, and • determining