This Practice Note summarises the law, guidance and practice relating to the execution of simple contracts and deeds in Ireland. It includes an outline of the key differences between simple contracts and deeds and the requirements for execution. It also considers counterparts and virtual closings, electronic signatures powers of attorney, deed of variation, Irish Collective Asset-management Vehicles (IVACs) and property transactions. Creating a contract A contract is a legally enforceable agreement that grants rights and creates obligations between two or more parties. In essence, there are four key requirements that must be satisfied before a contract is formed: • an offer must have been made • that offer must have been accepted • valuable consideration must be given for the contract performance, and • the parties must intend to be legally bound Contracts can be: • oral • written • a mixture of oral and written, or • by deed The general rule is that contracts do not have to be in writing to be enforceable. As an exception to the general

The International Federation of Consulting Engineers (FIDIC) has published reprints of a number of its key construction contracts and a new guide to their use, with the support of the FIDIC Contracts Committee and the FIDIC Board.

[ON HEADED NOTEPAPER OF PARTY A] [Insert address of Party B] [[Insert address of Guarantor]] [Insert date] Dear [name of Party B][ and [name of Guarantor]] Variation of contract 1 We refer to the agreement dated [insert date of existing contract] between [you and us OR you, us and the Guarantor] relating to [insert description of the existing contract] (Contract). 2 [Provide background to the changes]. 3 In accordance with clause [insert clause] of the Contract, and in consideration of the sum of £[1] paid by us to you[ and the Guarantor] (receipt of which is acknowledged by you[ and the Guarantor]), we agree to amend the Contract in accordance with the provisions of paragraph 6 below with [immediate effect OR effect from [insert date]]. 4 [Under

The regulation of consumer credit Regulation of consumer credit now sits with the Financial Conduct Authority (FCA). In consequence parts of the Consumer Credit Act 1974 (CCA 1974) were repealed from 1 April 2014 with regulated activities coming under the Financial Services and Markets Act 2000 (FSMA 2000) and the Financial Services and Markets Act 2000 (Regulated

Non-solicitation clauses A restriction on ‘poaching’ employees is one type of restrictive covenant usually contained in commercial or employment contracts. The four types of restriction are as follows: • non-solicitation: a business or former employee is prevented from approaching the clients or customers or employees of another business for a specified period • non-dealing: such a clause is wider. It not only prohibits non-solicitation but also dealings between one party and employees or clients or customers of the other party • non-competition: a party is prohibited from competing with the business of the other party in specified ways and for a specified period • non-disclosure or confidentiality: the party

The Regulations The general law is that the parties to a contract can restrict or prohibit the ability to assign rights arising under the contract. The law on the assignment of receivables was, in certain circumstances, altered by the Business Contract Terms (Assignment of Receivables) Regulations 2018 (Assignment of Receivables Regulations), SI 2018/1254 which came into force on 23 November 2018. The Assignment of Receivables Regulations, SI 2018/1254 were passed pursuant to powers conferred by sections 1 and 161(2) of the Small Business, Enterprise and Employment Act 2015 and apply to contracts entered into on or after 31 December 2018. The effect of the Assignment of Receivables Regulations, SI 2018/1254 is to invalidate restrictions or prohibitions on the assignment of receivables in certain types of contract. A ‘receivable’ is defined in the Assignment of Receivables Regulations, SI 2018/1254, reg 1(3) as a right (whether or not earned by

This Practice Note summarises the circumstances in which a contract may be declared void and the consequences when that happens. It distinguishes between void, voidable and unenforceable contracts and considers when a contract may be void due to: common mistake, unilateral mistake as to contractual terms, mistaken identity, non est factum and void under statute, as well as recognition of the separate category of illegality. For a summary, in tabular format, of illustrative judgments handed down since 1 January 2020, considering contract law issues, see Practice Notes: • Contract disputes—illustrative decisions (2026) • Contract disputes—illustrative decisions (2024–2025) [Archived] • Contract disputes—key and illustrative decisions (2020–2023) [Archived] When is a contract a void contract? A void contract is one that is wholly lacking in legal effect. A contract will be void where: • the parties contract on the basis of a fundamental common mistake • one party contracts on mistaken terms and the other party knows of the mistake • one party is mistaken as to the other party’s identity • a party executes a document under a fundamental misapprehension

The Irish High Court ruled on 21 March 2025 that Virgin Media failed to comply with regulatory obligations regarding contract termination procedures. The Court ordered Virgin Media to revise its practices to prevent disincentivising provider switching, including removing instructions for retention activities against customer wishes and implementing immediate cancellation processing. The company must retrain all agents within 8 weeks and eliminate financial incentives for non-compliant save activities. The Commission for Communications Regulation (ComReg) will update its regulatory guidance accordingly.

The documents that, together, comprise the building contract are often collectively referred to as the contract documents. The contract documents will usually include the conditions of contract, the employer’s requirements, the contractor’s proposals, the specification and the contract sum analysis or bills of quantities.

Introduction This Practice Note sets out how contracts are typically administered on construction projects. It focuses on what the contract administrator does and the differences in how contracts are administered depending on the procurement route followed and form of contract used (focusing primarily on the JCT, NEC ECC and FIDIC contracts). What is contract administration? In simple terms, contract administration is the oversight and monitoring of a construction project with the aim of ensuring that the project is successfully delivered. This includes both practical oversight of the project as it is commencing (eg inspecting the works, checking progress and carrying out tests) and the management, issue and review of the documentation (including both payment notices and assessment of claims) required under the contract. In this Practice Note, we have referred to ‘contract administrator’ as a generic term: note however that different standard form contracts use different terminology to describe the person carrying out the contract administration role: this is discussed further in Who is responsible for the administration of building contracts? A summary of what the contract

Processing personal data for the performance of a contract In answering this Q&A, we assume the sub-contractor is acting as ‘processor’ and the other party as ‘controller’ as defined under the General Data Protection Regulation, Regulation (EU) 2016/679 (the GDPR). For further information on the meaning of those terms, see Practice Note: Supply chains under data protection law—arrangements between controllers and processors. As a general principle, Article 5(1) of the GDPR states that personal data shall (among other things): ‘be processed lawfully, fairly and in a transparent manner in relation to the data subject…’. Article 5(2) of the GDPR states: ‘The controller shall be responsible for, and be able to demonstrate compliance with, paragraph 1…’. Articles 6(1) of the GDPR

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—parties fail to choose the applicable law. This Practice Note sets out the basic rule which applies if the parties fail to choose the applicable law which is the law of the country ‘most closely connected’ and the characteristic performance of the contract. The presumptions that apply to determine the most closely connected country are explained.