ARCHIVED: This archived Practice Note sets out illustrative and key decisions in contractual dispute claims from 1 January 2020 to 20 December 2023. For further information on illustrative and key decisions in contractual dispute claims from 21 December 2023 onwards, see Practice Note: Contract disputes—key and illustrative decisions (2024–2025). NOTE: due to length of this Practice Note it is adviseable not to print the Practice Note but to use ctrl+f to search its contents. The general principles applicable in contractual dispute cases pertaining to formation, interpretation and remedies for breach are relatively well established, see: • Forming enforceable contracts—overview • Contract interpretation—overview • Terminating contracts—how and when a contract ends—overview • Contractual breach damages and remedies—overview And, while it is critical that each case is analysed on its own merits and its own unique set of factual and legal circumstances, it is of use to understand the operation of the key legal principles in their factual context. This Practice Note therefore includes some of the more illustrative decisions in the

The contract drawings are the drawings that together describe what the contractor is to build under the contract.

A type of derivative contract in which two parties agree to exchange the difference in value of a specified asset between the time the contract is opened and the time it is closed. The contract payout will be the difference in the price of the asset. They are similar to spread betting.

A contract between a service provider and its customer, through which the service provider agrees to carry out a service for the customer. Examples include consultants and caterers.

An investment in which an investor benefits from the difference in price between two different assets without actually holding them directly, eg the sponsor's share price and the whole equity index. Sometimes relevant when exploring the use of contingent assets.

In a financial services context, a contract for difference creates a contract between two parties speculating on the movement of an asset price, such as a share. The CFD consists of an agreement (contract) to exchange the difference in value of a particular currency, commodity, share or index between the time at which a contract is opened and the time at which it is settled. The contract payout will amount to the difference in the price of the asset between the time the contract is opened and the time it is settled. If the asset rises in price, the buyer receives cash from the seller, and vice versa. CFDs are open-ended contracts with no fixed settlement date and can be closed out by the buyer on demand.

date [date] Parties 1 [name of First Party] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (First Party) 2 [name of Second Party] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Second Party) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Completion Date • [date]; [Equality Money • £[amount in figures] ([amount in words] pounds);] First Party's Solicitors • [name] of [address] (reference: [details]); First Property • the [ freehold OR leasehold] property known as [description] [registered at HM Land Registry under title number [title number] OR more particularly described in a conveyance dated [date] made between [parties] OR [(as shown [edged OR coloured OR hatched OR [colour] on [the [[name]] Plan OR Plan [number] OR ]; [First Property Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [title number] at [date of official copy entries];] First Property Transfer • the transfer

Date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Buyer’s Solicitors • [name] of [address] reference [details];] [Charge[s] • the charge[s] appearing at entry number [number] [and [number]] in the charges register of title number [number] as at [date of official copy entries];] Completion Date • [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • [number]% of the Price; [Documents • the documents identified in the Schedule;] Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice issued by a statutory

Date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Buyer’s Solicitors • [name] of [address] (reference [details]);] [Charge[s] • the charge[s] appearing at entry number [number] [and [number]] in the charges register of title number [number] as at [date of official copy entries];] Completion Date • [date]; Consent • Landlord's [and Superior Landlord's] consent to the [transfer OR assignment] of the Lease; Consent Period • the period starting today and ending at [5.00] pm on [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Current Year • [the Service Charge Year in which Actual Completion occurs;] Deposit • [number]% of the Price; [Documents • the documents identified in Schedule 1;] Landlord • the person entitled to the immediate reversion to the Lease; Lease • a lease dated [date] made between (1) [name

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer’s Solicitors • [name] of [address] reference [details]; [Charge[s] • the charge[s] appearing at entry [number] [and [number]] on the charges register of title number [number] at [date of official copy entries];] Completion Date • [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • [number]% of the Price; [Documents • the documents identified in the Schedule;] Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice

Date [date] Parties 1 [name of mortgagee] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] of [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Buyer’s Solicitors • [name] of [address] (reference [details]);] Completion Date • [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • [figure]% of the Price; [Documents • the documents identified in the Schedule;] Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice issued by a statutory body; LRA 2002 • Land Registration Act 2002; Mortgage • a mortgage by way of legal charge dated [date] made between (1) [name of mortgagor] and (2) the Seller which is registered at entry number [number] [and [number]] in the charges register of title

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Arrears • the amounts (including VAT for which the Seller must account to HMRC) due to the Seller from the Tenant[s] up to and including the Actual Completion Date, but which have not been received by the Seller or its agents in cleared funds before that date;] Buyer’s Solicitors • [name] of [address] (reference [details]); [Chattels • for each Property, any items listed under the heading ‘Chattels’