This is a term defined under the HGCRA 1996. If a contract constitutes a 'construction contract', then it must include specific provisions relating to payment and adjudication.

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer’s Solicitors • [name] of [address] reference [details]; [Charge[s] • the charge[s] appearing at entry [number] [and [number]] on the charges register of title number [number] at [date of official copy entries];] Completion Date • [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • [number]% of the Price; [Documents • the documents identified in the Schedule;] Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice

Consideration should be given both to whether a business transfer arises and whether a service provision change (SPC) arises under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246. See Practice Notes: TUPE—business transfers and TUPE—service provision changes. An SPC may involve any one of three possibilities: • outsourcing: where activities cease to be carried out by a person (‘a client’) on his own behalf and are carried out instead by another person on the client's behalf (‘a contractor’) • change of contractor: where activities cease to be carried out by a contractor on a client’s behalf (whether or not those activities had previously been carried out by the client on his own behalf) and are carried out instead by another person (‘a subsequent

The Civil Service has enhanced its Contract Management Capability Programme with the addition of a new Continuing Professional Development (CPD) guide. This latest update to the programme, which aims to professionalise public sector contract management, provides guidance on ongoing skill development for practitioners. The CPD Guide complements existing resources, including foundation, practitioner and expert-level accreditation programmes, as well as executive-level development for Senior Responsible Owners. This addition underscores the Civil Service's commitment to maintaining high standards in contract and supplier management across central government, wider public sector organisations, and local authorities.

Termination A termination clause in a contract allows for the agreement to be terminated on the grounds and in the manner specified in the clause. There are four broad grounds: • termination by notice or agreement. See: Contract termination—overview and Practice Note: Ending a contract by agreement • breach of the agreement. See Practice Note: Termination for breach of contract • a party ceasing to conduct business or becoming insolvent. For restrictions on the enforceability of such clauses, see Practice Note: Corporate Insolvency and Governance Act 2020—restrictions on ipso facto clauses • an force majeure event. See Practice Note: Force majeure—consequences and contract discharge Exit assistance The contract may also have an exit or termination assistance clause. This might

A deposit serves two purposes: • security for the performance of the contract • part payment of the purchase price if the sale completes If the deposit is held as stakeholder, the stakeholder can only pay the deposit to the person rightfully entitled to it, ie the seller on completion.

Under the well-known doctrine of privity of contract, the terms of a contract can only be enforced either by or against someone who is a party to the contract and not by or against a third party, see our Practice Note: Contracts and third party rights. Strict application of the rule can give rise to harsh results and the courts have developed a number of ways around it. Collateral contracts have proven to be a useful device for circumventing the privity rule in order to create rights or obligations in relation to third parties. The attached extract from Goode: Consumer Credit

The Joint Contracts Tribunal (JCT) hosted an online launch event on 10 September 2025 to provide further insights into its recently released Target Cost Contract family, part of the JCT 2024 Edition. The chair of the JCT, Karen Kirkham, and the vice-chair of the JCT Drafting Sub-Committee, John Riches, discussed the contract’s background, explaining the rationale for its development, how it fits within the 2024 suite, its intended benefits and the types of projects it is designed to support. They also explained the contract’s mechanics, including the payment mechanism and provided an overview of the accompanying Target Cost Sub-Contract. Riches noted that the contract is intended to address rising industry risk levels and to meet law firms’ demand for an alternative to existing target cost systems.

Subject to an employee's right to object to the transfer, the effect of a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006) is that the transferee acquires: • all rights, powers, duties and liabilities under or in connection with the contracts of employment of transferring employees • liability for all pre-transfer acts and omissions of or in relation to the

A valid contract requires: (1) an agreement; (2) an intention to create legal relations; and (3) consideration (or, in the alternative, a deed). For information on the requirement to create a binding contract, see Practice Notes: Forming enforceable contracts—offer, Forming enforceable contracts—acceptance, Forming enforceable contracts—consideration and Forming enforceable contracts—intention to create legal relations. Course of dealing The performance of services or other conduct indicative of acceptance of an offer can result in a contract being formed (Trentham v Archital Luxfer [1993] Lloyd's Rep 25 (not reported by LexisNexis®)). It is important to check, in the absence of a written agreement, whether the supplier’s terms and conditions (T&Cs) have been incorporated over a course of dealing. The failure by a party to object to the other party's T&Cs may, over time, result

A constructive dismissal (where the employee terminates the contract under which he is employed, with or without notice, in circumstances in which he is entitled to terminate it without notice by reason of the employer's conduct) amounts to a dismissal by the employer. To establish that he has been constructively dismissed, an employee must show that: • his employer has committed a fundamental or repudiatory breach of his contract of employment, ie a breach going to the root of the contract • he has left because of that breach • he has not affirmed the contract of employment by delaying for too long after the employer's breach or otherwise acting in a manner that

The contract drawings are the drawings that together describe what the contractor is to build under the contract.