A ‘framework agreement’ is defined by the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 as an agreement between one or more contracting authorities, and one or more economic operators, with the purpose being to establish the terms governing contracts to be awarded during a given period, in particular with regard to price and where appropriate the quantity envisaged (PCR 2015, SI 2015/102, reg 33(2)). The framework therefore is an agreement between an authority and providers containing the terms and conditions under which specific contracts for purchases will be made during the term of the agreement. Such specific purchases are known as call-off contracts. PCR 2015, SI 2015/102, Pt 2 establishes the rules governing procurement procedures by contracting authorities with respect to public contracts and design contests (PCR 2015, SI 2015/102, reg 3). PCR 2015, SI 2015/102,

The Public Accounts Committee (PAC) has published a report examining the government's use of private finance for infrastructure projects. The report identifies systemic issues in infrastructure financing following the creation of the National Infrastructure and Service Transformation Authority (NISTA). Key concerns include the need for a more detailed central pipeline, failure to identify which financing models provide value for money, poor risk allocation between the public and private sector, skills shortages and issues relating to inadequate contract management. The report notes previous government mistakes in the use of private finance, including inefficient procurement processes, poorly drafted contracts, and poor risk pricing, transfer and management, which can have significant consequences where a contractor fails (eg Carillion). The Treasury and NISTA are said to be committed to acting on lessons learned. The report makes six recommendations which include pipeline improvements to support the ten year infrastructure strategy, evaluation of financing models, creation of a central database on private finance for public infrastructure, plans to build specialist skills, development of an infrastructure financing toolkit to support risk allocation and management, plus improvements to central support for public bodies managing privately financed assets.

If the landlord’s contract does not match the terms set out in the section 5 notice then the landlord has not complied with the section 5 procedure and is in breach of section 8A(2) of the Landlord and Tenant Act 1987 (LTA 1987). Failure to comply with LTA 1987 by not sending out

Where the buyer has shipped the goods onwards, English law will consider whether the buyer acted as having accepted the goods. Section 35(6) of the Sale of Goods Act 1979 (SGA 1979) provides that the buyer is not deemed to have accepted the goods ‘merely because the goods are delivered to another under a sub-sale or other disposition’. See also Commentary: Resales: Halsbury’s Laws of England [313]. Upon taking delivery, the buyer should take every opportunity where possible to examine the goods. SGA 1979, s 34 provides that the seller is bound on request to allow the buyer a reasonable opportunity of examining the goods. In such circumstances, the buyer should act promptly and keep the seller

This Deed is made on [date] Parties When deciding which persons are needed as signatories to this deed, consider if any third party rights or interests have been granted and/or whether any obligations of the original contract are guaranteed by a third party (see Holme v Brunskill, MacEnroe v AIB, Triodos Bank v Dobbs and Bank of Scotland PLC and Fergus). While it may be possible to capture any future agreements or amendments by an alternative mechanism such as an ‘all monies’ clause (Bank of Scotland v Fergus), it is advisable to seek such third party’s consent when making the amendments and/or consent of the guarantor should be obtained. For more information, see the sections on ‘Guarantors’ and ‘Third party rights’ in the introductory drafting note. Optional drafting is provided where a guarantor will be a party to the deed. The parties clause should clearly and unambiguously identify the parties to the agreement. This makes it clear which persons or entities have obligations under the contract and can also reveal potential issues with capacity or authority of a contracting party

A ‘sales contract’ is a contract under which a trader transfers or agrees to transfer the ownership of goods to a consumer and the consumer pays or agrees to pay the price, including any contract that has both goods and services as its object.

Agreements under section 38 of the Highways Act 1980 (HiA 1980) (known as section 38 agreements) are agreements between a local highway authority and a person who has the power to dedicate private land as a highway so that it becomes maintainable at the public expense on the date set out in the agreement. Further information regarding section 38 agreements can be found in Practice Note: Highways—adoption agreements. An agreement pursuant to HiA 1980, s 38 is in principle a contractual arrangement, albeit one where the terms of the agreement are governed by statute. The general principle governing the assignment of contracts is that assignment is permissible unless there is an express prohibition contained within the contract itself or a statutory provision prohibiting assignment. Only a small number of contractual

Covenants relating to property A covenant is an agreement between parties that one or some of them is bound to do or not to do a specified thing. For example, between a landlord and tenant, a tenancy agreement will usually contain various covenants such as a covenant for quiet enjoyment pursuant to which the landlord agrees not to disturb the tenant’s right to use the demised premises without interference or disturbance. In the context of the law of real property, owners of neighbouring pieces of land may enter into covenants between each other providing that one of the

For further information, generally, about: • payments in lieu of notice, see Practice Note: Payment in lieu of notice (PILON) • unlawful deduction from wages, see Practice Note: Deductions from wages In order to qualify for the wage protection provisions in sections 13–17 of the Employment Rights Act 1996 (ERA 1996), the payment in question must fall within the definition of ‘wages’ set out in ERA 1996, s 27. For further information, see Practice Note: Deductions from wages, under the section on ‘definition of wages’. In Delaney v Staples, the House of Lords held that payment in lieu of notice did not constitute 'wages' under the definition in the Wages Act 1986 (WA 1986) (now to be found in ERA 1996, s 27(1)). The essential characteristic

This Checklist sets out the key issues to consider when drafting and negotiating a limitation of liability clause in a business-to-business (B2B) contract. It provides practical guidance for negotiating and drafting limitation of liability clauses (also known as limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses) in a commercial contract. It considers: • General drafting points for limitation of liability clauses • Key issues to consider • Party specific considerations • Drafting financial caps, and • Other ways to limit or exclude liability For a precedent limitation of liability clause together with detailed drafting notes, see Precedent: Ireland—Limitation of liability clause. For information on exclusion and limitation of liability generally, see Practice Note: Ireland—Exclusion and limitation of liability. General drafting points for limitation of liability clauses Before considering the specific issues, it is important to keep in mind some general drafting points given the wealth of case law on the construction of limitation of liability clauses: • ensure that the clause is drafted clearly and unambiguously so that

Contract administration focuses on the planning and commercial construction of contracts.

The implication of terms into a contract is a large and complicated area of law. Sometimes, a particular term will be implied automatically into all contracts of a specific type, either by statute or by common law. In other cases, implied terms are a way of supplying words which are not in the contract by looking at the original intended meaning of the contract when the parties entered into it, and to make the contract work. This Practice Note looks at implied terms in the context of construction contracts—for more detailed commentary on implied terms generally and the difference between terms and representations, see Practice Note: Contract interpretation—express terms in contracts. What are implied terms? An implied term is one that has not been expressly agreed between the parties and is therefore not recorded in the contract. It will be implied into the contract for various reasons and in various circumstances—for example if it is necessary to give the contract business efficacy (ie the term is necessary to make the contract work). It is common for gaps