Construction analysis: In this Part 8 claim, the Technology and Construction C ourt (TCC) held that, while informal, the parties had entered a concluded contract by an exchange of WhatsApp messages. The essential terms had been agreed and other terms were not essential or would be implied. The court further held that three out of four invoices issued by the defendant were valid applications for payment, even where two of the invoices did not contain a mathematical breakdown of the sum due. In their context, the invoices were sufficiently clear and intended to be payment applications. Written by James Frampton, barrister at Keating Chambers, and Liam Hendry, senior associate at Archor LLP.

A contract in which the employer hands over responsibility for both designing and building the project to a contractor.

This Practice Note provides an overview as to how the contract price is calculated in JCT contracts and how it may be adjusted. It also provides guidance on the process for determining interim payments and the final payment. It focuses on the payment provisions found in section four of the Standard Building Contract With Quantities 2011/2016/2024 and the Design and Build Contract 2011/2016/2024. As JCT contracts are largely intended for domestic use, their payment provisions comply with the requirements of Part II of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996). The payment provisions of the 2011 and 2016 editions take account of the changes made to the HGCRA 1996 by the Local Democracy, Economic Development and Construction Act 2009 (for example, the introduction of pay less notices). For more information, see Practice Note: Interim payments in construction contracts. For information in relation to the NEC contracts, see Practice Note: NEC contracts—price and payment. Contract price—lump sum contracts Lump sum contracts, under which the contract sum is agreed before the work commences, tend to be

Application of the CCR 2013 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) regulate three different types of contracts between traders and consumers: ‘on-premises contracts’, ‘off-premises contracts’ and ‘distance contracts’. The distinction is important, because the CCR 2013 treats the different types of contracts in different ways. Significantly for the purposes of answering the question, under CCR 2013, SI 2013/3134, reg 29 distance and off-premises contracts have a right of cancellation, usually 14 days, whereas on-premises contracts do not. Definitions A ‘distance contract’ is defined as ‘a contract concluded between a trader and a consumer under an organised distance

Non-disclosure agreemnts The purpose of a disclosure-agreement'>non-disclosure agreement (NDA) would be for the two parties to share confidential information or to keep trade and business secrets private. NDAs can be mutual or unilateral (being in favour of either the recipient or the discloser) but this distinction does not affect the answer to the Q&A. A usual NDA would contain provisions to the following effect: • the recipient of the information undertakes not to use the confidential information disclosed by the other party except for a specific purpose, without first obtaining the written consent of the other party. The confidential information can be widely defined to include the company’s business policies and plans, finances, proprietary rights (including lists of suppliers) and

This Practice Note looks at how consultant’s appointments might be terminated, explores the approach taken in standard forms and provides example termination clauses. It should be read alongside Practice Note: Termination of a construction contract, which provides guidance on termination in a construction context more generally. How might an appointment be terminated? Like a building contract, there are a number of ways in which a consultant's engagement on a construction project might be terminated, including: • by performance—ie the contractual obligations being fully performed by the employer and consultant • the parties reaching an agreement to release each other from their obligations • as a result of a misrepresentation/fraud (see Practice Note: Misrepresentation—rescission as a remedy) • frustration (see Practice Note: Discharge by frustration) • at common law for repudiatory breach of contract (see Practice Note: Repudiation of contract) • pursuant to an express contractual provision (which may allow termination upon the occurrence of specified events and/or may allow the employer to terminate at will) Express contractual provisions It is usual for consultant appointments to contain express

In an turnkey contract (also known as an EPC contract), the contractor engineers, procures, constructs and commissions a project from its inception to completion. The name turnkey is sometimes used because the concept is that once the project is complete and ready to be handed over to the user, it will require only the 'turn of a key' for the user to operate it. This is a form of procurement frequently used for large international infrastructure or power projects, particularly where project financing is involved. For more information, see the EPC contracts subtopic. The most common standard form EPC contract is the FIDIC Silver Book.

The contract between Project Co and the Hard FM Contractor for the delivery of Hard FM services.

FORTHCOMING CHANGE: The Renters’ Rights Act 2025 received Royal Assent on 27 October 2025. For guidance regarding the Act’s impact on residential tenancies in Wales, see Practice Note: Renters' Rights Act 2025—key provisions. This Practice Note looks at when an occupation contract under the Renting Homes (Wales) Act 2016 (RH(W)A 2016) will be a secure contract. It looks at the definition of community landlord and considers when a community landlord may enter into a standard contract (such as an introductory standard contract or a prohibited conduct standard contract). It should be read in conjunction with Practice Note: Renting Homes (Wales) Act 2016—terms of secure contracts which covers: variation of secure contracts, withdrawal of a joint contract holder, dealing with a secure contract by way of transfer to other secure contract holders or potential successors, and termination of secure contracts. Further content on RH(W)A 2016 can be found in Practice Notes: Renting Homes (Wales) Act 2016—a summary of the key provisions and Renting Homes (Wales) Act 2016—model written

A repudiatory breach of contract by the employer will usually mean that any express post-termination restrictions are not enforceable by the employer. Repudiatory breach What is required for there to be a repudiatory breach of a contract of employment by an employer is discussed in Practice Note: Constructive dismissal. Essentially, a repudiatory breach will be one that is a significant breach going to the root of the contract of employment, or one that shows that the employer no longer intends to be bound by one or more of the essential terms of the contract. If the contract is terminated by the employee accepting that repudiatory breach, the termination is usually referred to as a constructive dismissal. Dismissal by an employer without giving the period of notice required by the employee’s contract of employment, ie wrongful dismissal, is also likely to amount to a repudiatory breach by the employer (see Wrongful dismissal—overview). However, there will be no repudiatory breach or wrongful dismissal where the terms of the contract expressly permit the employer to give pay in lieu

What is the doctrine of frustration? If the contract does not include a force majeure clause or it does but the applicable force majeure event is not included, it may be possible for the parties to rely on the common law doctrine of frustration. A contract will be discharged by frustration if after formation, an event occurs which renders further performance of the contract impossible, illegal or something different from what was contemplated by the parties when entering into the contract. Frustration is not a straightforward doctrine to rely on, however, as it is dependent on interpreting the true construction of the terms of a contract in the context of the nature of that contract and the relevant surrounding circumstances when it was made. If there is a radical difference between the original contractual obligation and the performance that is possible due to a change in circumstances, the doctrine of frustration may apply. Successful reliance on the doctrine of frustration is dependent on the parties having not made provision

The concept of articles as contract stands for the proposition that the articles of association may constitute a contract between members of the company or directors and the company.