Construction analysis: The Technology and Construction Court (TCC) held that an amended particulars of claim issued by a claimant in a dispute arising in relation to a Trade Contract for an M&E package did not comply with the requirements of CPR 16.4, CPR PD 16 and the TCC Guide, citing issues such as a lack of clarity on what they were seeking to be construed in a pleading for the proper construction of the Trade Contract and erroneously seeking to rely on pre-contract negotiations to interpret the contract. A request for a negative declaration that two adjudication hearings should have ‘no effect’ was also struck out through a summary judgment as having no reasonable grounds of success.

This Practice Note looks at how payments are made and how the contract price is calculated under the NEC Engineering and Construction Contract (ECC). It provides an overview of how each of the main pricing options operate, how the price for the works is calculated and how the risk of increased costs are shared between the parties. For information on payment under construction contracts more generally, see Practice Notes: Interim payments in construction contracts, Interim payments in construction contracts and The final account in construction and engineering contracts. This Practice Note covers both the NEC3 and NEC4 editions of the ECC. For consistency, the term ‘Client’ is used throughout this Practice Note as this is the term used for the developer/employer in the NEC4 contracts (the NEC3 ECC uses the term ‘Employer’). The term ‘Scope’ is used throughout this Practice Note as per the NEC4 ECC to describe the document which specifies and describes the works which the Contractor is to carry out (in the NEC3 ECC the term ‘Works Information’ is used). For a glossary of NEC

This Q&A assumes that both the contract with the supplier and the contract with the customer are subject to English law. Breach of contract There are two potential breaches in the scenario—that of the supplier of the components to the owner and that of the owner to the customer. The breach is the failure to supply the relevant goods or delay in doing so. The principles outlined below would be applicable to either breach. The remedies available are damages for breach of contract for loss suffered and/or termination of the contract. See: Remedies for breach of contract—overview. In the absence of a specific termination right covering the relevant circumstances, a contract cannot automatically be terminated by the innocent party in the event of a breach. In order to justify termination, the breach must be serious enough

Where parties disagree on the meaning of an incorporated term, it will be the task of the court to objectively construe the meaning of the term, having regard to the words used, the contract as a whole and the relevant factual background known to the parties at the time of contracting. Where parties have reached agreement, a court will strive to give that agreement meaning. It is therefore important that the meaning of any phrase incorporated into a commercial agreement is clear and unambiguous. General contract interpretation The leading statement on interpretation of contracts is Lord Hoffmann’s statement in Investors Compensation Scheme v West Bromwich Building Society. For further reading on Hoffman’s five key principles, see Practice Note: Contract interpretation—the guiding principles. In summary, these five principles have be adequately described by Lord Bingham in BCCI v Ali: ‘To ascertain the intention of the parties the court reads the terms of the contract

Arbitration analysis: The Paris Court of Appeal has upheld an International Chamber of Commerce (ICC) award that ordered the Albanian Road Authority (ARA) to comply with dispute board decisions in favour of a contractor for a road project. The court held that the arbitral tribunal had jurisdiction over the dispute, as the Albanian authorities’ failure to seek approval from the project’s financiers for amendments to the dispute resolution provisions in the construction contracts did not invalidate the parties’ consent to arbitration. Moreover, the tribunal’s decision to determine additional claims that had not been submitted to the dispute boards raised a question of admissibility, not jurisdiction, that fell outside the court’s powers in set-aside proceedings. Written by Gisèle Stephens-Chu, avocate à la cour and solicitor-advocate, Stephens Chu Dispute Resolution.

Sanctity of contract describes the principle that freely negotiated contracts should be honoured and enforced according to their terms, with courts being slow to interfere or rewrite the parties’ bargain. It underpins contract law across England and Wales, Scotland, Northern Ireland and Ireland, and is reflected in judicial reluctance to imply terms or invoke public policy to defeat clear contractual wording.The expression is descriptive rather than a statutory term, but is recognised in case law as part of the broader respect for freedom of contract and commercial certainty. It informs judicial approaches to interpretation, remedies, frustration, illegality and the limitation of doctrines such as undue influence and economic duress.In commercial contracts, sanctity of contract supports enforceability of exclusion clauses, entire agreement clauses and agreed remedies, subject to statutory controls (for example, unfair terms, consumer protection and competition law). In all UK and Irish jurisdictions, courts balance sanctity of contract against fairness and public policy, but the core idea-that parties are held to their bargains where properly formed-remains consistent and central to transactional risk assessment and contractual drafting.

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

While tort claims are not as common in construction projects as breach of contract claims, they do still arise and it is not uncommon for a claimant to advance a claim in tort alongside, or in the alternative to, a claim in contract. The most relevant tort in construction is the tort of negligence—this includes ‘professional negligence’ where the negligent act has been committed by a person or company holding itself out to be a professional. This Practice Note considers some of the key issues concerning negligence in the context of construction projects, including liability for personal injury and damage to other property (including the complex structure theory), liability for pure economic loss (including whether there has been an assumption of responsibility), co-existing duties in contract and tort, liability for independent contractors, contributory negligence and the ability to limit or exclude liability for negligence. For an overview of the various torts, see: Tort and negligence claims—overview. The elements of a claim in negligence Four elements must be established for a claim in negligence to succeed:

Written confirmation of the purchase or sale of an investment.

The Seller and the Buyer agree that: • except where such disclosure is required in order to comply with the requirements of any statutory or other competent authority [or for the purpose of any subsequent dealing with or financing of the Property or notification

An instalment contract is an agreement under which a party’s obligations, typically payment or delivery of goods or services, are performed in separate parts over time rather than in a single lump sum. It is common in asset finance, consumer credit, construction, and long‑term supply arrangements.Across England and Wales, Scotland, Northern Ireland and Ireland, “instalment contract” is a descriptive term rather than a uniformly defined statutory concept, though specific legislation may apply depending on context (for example, consumer credit or hire‑purchase legislation, or the Sale of Goods Acts).Key legal issues include: when ownership or risk passes; whether failure to pay or deliver one instalment is a repudiatory breach entitling termination of the whole contract; set‑off rights between instalments; acceleration clauses making all future instalments immediately due on default; and remedies such as repossession or specific implement/performance.Case law in all four jurisdictions treats the effect of breach of an instalment as fact‑sensitive, considering the contract wording, the seriousness of the default and commercial context. In practice, careful drafting is essential to allocate risk, define consequences of missed instalments, and clarify whether the contract is divisible or entire.

Under Private Finance Initiative (PFI) the contract between Project Co and the Soft FM Contractor for the delivery of Soft FM services. Under Private Finance 2 (PF2) this will usually be between the Authority and the Soft FM Contractor.