Civil justice reform: This Practice Note should be read in conjunction with Practice Note: Civil justice reform in Scotland—virtual hearings and electronic submission of documents for guidance on the current rules and practice in the Scottish civil courts in relation to virtual hearings and the electronic signing, transmission and lodging of documents. This Practice Note offers practical and procedural guidance on commercial actions proceeding in the Court of Session. For information on: • substantive and procedural matters that should be considered before commencing a civil action in the Scottish courts, including the jurisdiction of the Court of Session, see Practice Note: Starting a civil claim in Scotland • the role of the Court of Session, how it is constituted and the binding nature of its judgments, see Practice Note: Civil court structure in Scotland Key: • commercial clerks inbox—commercial@scotcourts.gov.uk • commercial section inbox—gcs@scotcourts.gov.uk • RCS—Rules of the Court of Session 1994 What is a commercial action? RCS, Rule 47.1(2) defines a ‘commercial action’ as: ‘an action

This Practice Note considers the application of the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053. It discusses the application of the Commercial Agent Regulations, the definition of a Commercial agent under the Regulations, excluded categories of persons who might otherwise fall within the definition, the secondary activities exclusion and sub-agents. Background The Commercial Agents Regulations came into force on 1 January 1994 and implemented Council Directive 86/653/EEC (OJ L 382/17), the EU Commercial Agents Directive. While the Commercial Agents Regulations derive from EU law, they were retained under the European Union (Withdrawal) Act 2018 (as amended) from 11 pm on 31 December 2020 (IP completion day). They have not been repealed by the Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023) and from 1 January 2024 are considered assimilated law in the UK. For more information, see Practice Notes: Introduction to the Retained EU Law (Revocation and Reform) Act 2023 and Assimilated law. On 16 May 2024, the government opened a public consultation on the reform of the Commercial Agents Regulations

A self-employed intermediary who has continuing authority to negotiate the sale or purchase of goods on behalf of the principal or to negotiate and conclude the sale or purchase of goods on behalf of and in the name of that principal. [Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053, reg 2(1)].

ARCHIVED: This checklist has been archived and is not maintained. Where an individual is being appointed to sell or purchase products, the employer may wish to consider the individual’s status: will they be an employee, agent, distributor or franchisee? (See Appointing a sales and marketing agent—checklist and Practice Note: Employee status.) Domestic laws that implement UK obligations under EU-derived laws are assimilated law. For further information, see Practice Note: Assimilated law. If the individual is not an employee, the 'employer' should consider whether they fall within the definition of 'commercial agent' for the purposes of the Commercial Agents Regulations 1993, which implement a Council Directive on the coordination of the laws of member states relating to self-employed commercial agents and so

ARCHIVED: This Practice Note has been archived and is not maintained. This year’s annual round-up reviews some of the most significant developments of 2017 and previews what is on the horizon for 2018. This includes the cases of Wood v Capita Insurance Services Limited [2017] UKSC 24 and Ilkerler Otomotiv Sanayai Ve Ticaret Anonim Sirketi v Perkins Engines Company Ltd [2017] EWCA Civ 183, among others. Also included are updates on LexisNexis®’s content, including news of exciting developments from the past year and what is coming up in the next 12 months. Reviewing 2017 Contract law What happened in Wood v Capita Insurance Services Limited? The Supreme Court held in Wood v Capita Insurance Services Limited [2017] UKSC 24 that the appellant, which had purchased a company from the respondent, could not recover compensation it subsequently had to pay to the company’s customers who had been affected by mis-selling before it took over the company. The court found that, properly construed, the indemnity clause in the purchase agreement did not apply to the

Arbitration that arises out of commercial transactions (eg an international contract for the goods'>sale of goods or a construction project), usually between private parties, but sometimes involving states or state-owned entities. Commercial arbitration may be contrasted with investment treaty arbitration and sports arbitration.

This Checklist outlines considerations when drafting or reviewing a commercial contract. It addresses preliminary issues prior to drafting or reviewing the contract, key commercial issues and clauses, methods of risk management, common boilerplate provisions, execution and contract management. For more information on commercial contract drafting and review, see Practice Notes: Structure and form of commercial contracts and Key terms and conditions in commercial contracts. This is a high-level Checklist suitable for use when drafting and reviewing a broad range of commercial, business-to-business contracts. It may be suitable for junior lawyers and those working in-house and assumes some familiarity with the concepts referred to. It touches only lightly on pro-party drafting and negotiating positions and links out to more specific guidance. This Checklist does not consider issues around data protection, data security or industry specific issues. For more information on negotiating commercial agreements where data protection is a concern, see: Data protection essentials—overview. For Checklists aimed at more specific categories of contracts, see: • Drafting terms for the sale of goods—business to business—checklist • Reviewing terms for the

Dispute Resolution analysis: In the case of Times Travel (UK) LTD v Pakistan International Airlines Corporation the court considered the issue of whether a contract may be avoided on the grounds of economic duress stemming from a lawful act of duress, such as a threat of a lawful act or omission. The Court of Appeal held that in a commercial context, if one party is exerting lawful economic pressure to achieve a result which it believes in good faith it was entitled to (irrespective of whether such a belief was reasonable), such as taking advantage of its position as a monopoly, then such actions will not amount to economic duress so as to avoid the contract. Written by Laura Alliss, associate director/solicitor at DJM Solicitors.

This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts do so in accordance with all internal protocols such as negotiation

This Checklist of resources brings together key content for commercial practitioners advising a business trading in difficult times. It covers considerations when drafting contracts, building resilience into supply chains, price and payment issues, performance problems and dealing with disputes. A wide range of external factors may cause problems for businesses including, for example: • rising prices and economic instability, such as increased energy supply prices and their knock-on effect, inflation and currency fluctuations, and the impact of new/increased international tariffs • supply chain problems, for example, those caused by the war in Ukraine, import/export requirements and border delays since the departure of the UK from the EU, shortages of goods and labour and strikes • climate change is also affecting the supply chain in many ways, from rising temperatures and weather extremes that impact agriculture and transportation, to natural disasters that can disrupt entire regions • the rapid growth of e-commerce and the explosion of online shopping is putting a huge strain on supply chains, as retailers and manufacturers struggle to keep up with the surging demand

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Armenia published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2020). Authors: Concern Dialog Law Firm—Aram Orbelyan; Lilit Karapetyan; Shushanik Stepanyan 1. Is there an obligation to use good faith when negotiating a contract? Armenian law does not currently recognise the obligation on contracting parties to use good faith when negotiating a contract. 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction? To conclude a contract, it is necessary to have two or more declarations of intent, both corresponding with one another. It is commonly accepted that a contract is concluded if the parties have reached a consensus on the essential conditions of the contract. Under the Civil Code of Armenia, if an offer is made by one party, no contract is formed unless unconditional acceptance is given to all offer terms. If the terms of the response to the offer deviate from the offer in any manner, the response shall