This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Australia published as part of the Lexology Getting the Deal Through series by Law Business Research (published: October 2022). Authors: Baker McKenzie—Adrian J. Lawrence; Caitlin Whale 1. Is there an obligation to use good faith when negotiating a contract? There is no general principle in Australian contract law to use good faith when negotiating a contract. Australian courts have held that an express contractual obligation to negotiate a matter in good faith can be enforceable. However, an express obligation to negotiate in good faith needs to be drafted carefully to ensure the clause is capable of being given meaning. A requirement to negotiate a contract in good faith has been imposed by law in select circumstances. The Franchising Code of Conduct requires the parties to a franchise agreement to act in good faith towards each other, including in negotiating the franchise agreement. Although not a good faith obligation, it is important to note that legislation prohibiting misleading and deceptive conduct is also often relevant

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Egypt published as part of the Lexology Getting the Deal Through series by Law Business Research (published: January 2022). Authors: Eldib Advocates—Richard G Tibichrani; Mohamed Abdel Rehim 1. Is there an obligation to use good faith when negotiating a contract? Article 148/1 of the Egyptian Civil Law No. 131/1948 stated that the performance of contractual obligations must be done in good faith by both parties concerned. Consequently, the principle of good faith is recognised by Egyptian legislation and hence, the courts, even if the contract did not state this principle. Such recognition is thought to extend to include the precontractual phase. 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction? Under Egyptian legislation, the Egyptian courts will conclude that the latest version of a contract before the performance of obligations is the contract concluded between the concerned parties. Interestingly, it was argued before the Court of Appeal that the terms and conditions listed in the bill of lading of a

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Germany published as part of the Lexology Getting the Deal Through series by Law Business Research (published: January 2022). Authors: Lutz Abel Rechtsanwalts PartG mbB—Marius Mann; Benjamin Baisch; Björn Weidehaas 1. Is there an obligation to use good faith when negotiating a contract? Yes. Good faith is regulated in section 242 of the German Civil Code (BGB). It is a fundamental principle under German law. It establishes the obligation on both parties in a contract to reliably and sincerely perform their obligations, taking customary practice into consideration. However, unless there is a violation of specific rules of law of the BGB or the German Commercial Code (HGB), it is rather hard to enforce a party's right that is established only on the general rule of section 242 of the BGB. The principle of good faith is specified, for example, in section 138 of the BGB (no legal transaction contrary to public policy; no usury) and in section 307 et seq of the BGB (no unreasonable

Commercial analysis: The High Court ruled against Privinvest in a dispute over a parent company guarantee relating to a luxury yacht construction contract. The case provides valuable guidance on contract renunciation, affirmation and interpretation of guarantee clauses. The court held that discussions about potential termination did not constitute a 'clear and unequivocal' renunciation, that subsequent conduct affirmed the contract, and that a claim admitted in German insolvency remained 'contested' for guarantee enforcement purposes. The judgment offers practical insights into how commercial negotiations and conduct affect contractual rights and obligations in high-value commercial relationships. Written by Katie Chandler, Partner, Head of Disputes & Investigations UK and Natalia Faekova (senior associate) at Taylor Wessing LLP.

Dispute Resolution analysis: the defendant was committed for contempt after the court found repeated and deliberate breaches of interim and final anti-suit injunctions granted to enforce an exclusive English jurisdiction clause in a shareholders’ agreement. The court imposed an immediate 12-month custodial sentence, and while the court declined to suspend the sentence, it indicated that substantial mitigation might be available if the defendant promptly complied with the injunctions and took steps to remedy the breaches.

This Checklist compares the tax considerations involved in both commercial development and residential development transactions. It provides a summary of the tax issues to be considered in relation to such development transactions. For further details on the tax issues highlighted in this Checklist, see Practice Notes highlighted in the checklist, and, in particular: • Development of commercial property—direct tax considerations • Development of commercial property—indirect tax considerations • Development of residential property—direct tax considerations • Development of residential property—indirect tax considerations • Residential property developer tax, and • the Property holding structures subtopic Note that references in this checklist to CGT means both capital gains tax and corporation tax on chargeable gains (other than in relation to CGT on ATED-related gains where the charge is always to CGT and not corporation tax on chargeable gains). Stamp duty land tax (SDLT) ceased to apply to land transactions involving Scottish land interests with effect from 1 April 2015. Land and buildings transaction tax (LBTT) applies to such transactions with effect from such date. For

This Practice Note is about the VAT issues that arise in commercial developments. It first considers a straightforward unproblematic scenario, and then looks at: • whether and when the developer needs to exercise an option to tax • input tax recovery and situations in which the option might be disapplied • whether a disposal to an investor will be a transfer of a going concern (TOGC) • different development structures, including forward funding and forward sales • planning obligations and other contributions to local infrastructure • tenant incentives • disposals of surplus land and uncompleted developments, and • rights to light For VAT issues in residential developments, see Practice Note: Residential development—VAT issues. Basic scenario There can be a range of VAT issues with commercial developments, but in practice most developments do not raise significant problems. It is useful to start by considering a straightforward, and unproblematic, scenario involving a speculative development. In this case the developer will identify an opportunity, and will opt to tax at this stage, intending to make taxable supplies in the development

In legal practice, commercial exploitation describes using an asset, right or information to generate revenue or commercial advantage, typically through licensing, sale, distribution or monetisation. The phrase is descriptive rather than a defined statutory term; its scope is usually set in contracts and informed by intellectual property laws. Usage is broadly consistent across the UK and Ireland.Typical activities include manufacture and sale of products; provision of services; licensing and sublicensing; advertising and brand partnerships; publication, broadcast, streaming and communication to the public; making available online; rental and lending; franchising and merchandising.In IP contexts, commercial exploitation covers doing or authorising restricted acts with a work, invention, sign or design in the course of trade (for example under the CDPA 1988, Patents Act 1977, Trade Marks Act 1994, and Ireland’s CRRA 2000 and Trade Marks Act 1996), though infringement may arise regardless of profit motive.Contracts typically define and limit exploitation by territory, field of use, media/platforms, exclusivity, term, approvals, quality control (especially for trade marks), reserved rights, revenue share, accounting and moral rights waivers. Use of personal data or confidential information for commercial purposes must comply with data protection and trade secrets laws.

See Contractual joint venture.

Commercial law consists of the legal relationships and laws governing transactions between persons, and principally relating to the law merchant.

This Practice Note considers the different stages in lease negotiations for commercial property in England and Wales compared to those in Scotland, at pre-contract, contract, post-contract, completion and settlement and post-completion and settlement stages. ENGLAND and WALES SCOTLAND Pre-contract • tenant raises pre-contract enquiries of the landlord • tenant carries out due diligence ordering all necessary information (such as official copies of the landlord's title, land charges search, coal mining reports, enquiries of local authority etc) • landlord issues draft agreement for lease (which incorporates standard conditions of sale) draft lease and any other necessary draft documents such as licence for fitting out works • parties negotiate draft documents • landlord obtains any necessary third-party consents to the lease, eg head landlord's consent or bank's consent if there is a legal charge over the property • once documentation agreed if the lease is to be contracted out of the security of tenure provisions of the Landlord and Tenant Act 1954 (LTA 1954) the appropriate provisions must be complied with ie

The simplest form of a commercial letter of credit is an undertaking by a bank to pay the beneficiary of the letter of credit a specific sum within a specified time limit against the presentation of specific documents (eg the shipping documents of the goods being sold to the buyer) in accordance with the terms of the letter of credit. A commercial letter of credit can take the form of: • an unconfirmed letter of credit—which usually involves an issuing bank and an advising bank, or • a confirmed letter of credit—which involves an issuing bank and an advising bank which is also a confirming bank Each party in a commercial letter of credit transaction has different rights and responsibilities. For more information on commercial letters of credit in general, see Practice Notes: • Characteristics of commercial letters of credit, and • Types of commercial letters of credit Key parties to a typical commercial letter of credit transaction • Applicant—the applicant is the party who requests that the letter of credit