date [date] Parties 1 [name of Seller] (in [liquidation OR administration OR ) incorporated in England and Wales (company registration number [number]) whose registered office is at [address] (Seller) acting by [any one of] the [joint] receiver[s] of the Property, [name of (first) receiver] [of [address] OR [and [name of joint receiver] (Insolvency Practitioner) [both] of [address]] ] (receiver [s]) 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) 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]] in the charges register of title number [title number] at [date of official copy entries];] [Chattels • the items listed in Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [5] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, from the Superior Landlord];] Deposit

date [date] Parties 1 [name of Seller] in administrative receivership [and also in liquidation] incorporated in England and Wales (company registration number [number]) whose registered office is at [address] (Seller) acting by [any one of] its [joint] administrative receiver[s], [name of (first) receiver] (Insolvency Practitioner) [of [address] OR [and [name of joint administrator] (Insolvency Practitioner) [both] of [address]] ] (receiver [s]) 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) 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]); Chargee • [name] of [address]; [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [number] at [date of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [five] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, from

date [date] Parties 1 [name of Seller] in administration incorporated in England and Wales (company registration number [number]) whose registered office is at [address] (Seller) acting by [any one of] its [joint] administrator[s], [name of (first) administrator] (Insolvency Practitioner) [of [address] OR [and [name of joint administrator] (Insolvency Practitioner) [both] of [address]] ] (administrator [s]) 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) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer of the Property is actually completed; Buyer’s Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number[number] at [date of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [5] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, from the Superior Landlord];] Deposit • [number]% of the Price; [Employees • the

date [date] Parties 1 [name of Seller] (in liquidation) incorporated in England and Wales (company registration number [number]) whose registered office is at [address] (Seller) acting by [any one of] its [joint] liquidator[s], [name of (first) liquidator] (Insolvency Practitioner) [of [address] OR [and [name of joint administrator] (Insolvency Practitioner) [both] of [address]] ] (liquidator [s]) 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) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer of the Property is actually completed; Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [the Property OR title number [number]] at [date of official copy entries];] [Chattels • the items listed in Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [5] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, the Superior Landlord];] Deposit

date [date] Parties 1 [name of Seller, ie the 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 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]] in the charges register of title number [number] at [date of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [five] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, from any Superior Landlord];] Deposit • [number]% of the Price; [Employees • the employees listed in Schedule 6;] HMRC • HM Revenue & Customs; Interest • interest at a rate of [4]% per annum over the base rate of [name of bank]; [Landlord • the person entitled to the immediate reversion to

date [date] Parties 1 [[name of Trustee in Bankruptcy] of [address] (the trustee in bankruptcy of the estate of the Debtor) (Trustee in Bankruptcy) OR [name of Debtor] (Debtor) [and [name of Debtor’s co-owner] both] of [address]] ([together] Seller) 2 [[name of Trustee in Bankruptcy] of [address] (Trustee in Bankruptcy)] 3 [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 the Transfer is actually completed; [Appointment • the appointment of the Trustee in Bankruptcy as trustee in bankruptcy of the Debtor’s estate by [the Secretary of State OR way of a creditors’ decision dated [date]];] Buyer’s Solicitors • [name] of [address] (reference [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [number] at [date and time of official copy entries];] [Chattels • the items listed at the Schedule;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date]; [Debtor • [name] of [address];] Deposit • [number]% of the Price; Interest • interest at a rate of [4]% per annum over the base rate of [name

This guide sets out the requirements for the formation of contracts in various international jurisdictions. The table provides a quick-reference summary of the requirements of binding contract, individuals and partnerships in different countries. More detailed guidance on each overseas jurisdiction covered by the table is set out in the sections below. For information on the execution of contracts in various jurisdictions, see Practice Note: Execution of contracts—jurisdictional guide. For information on execution of deeds in various jurisdictions, see Practice Note: Execution of deeds—jurisdictional guide. For information on electronic signatures in various jurisdictions, see Practice Note: E-signatures—jurisdictional guide. For information on contract formation under Scots law, see Practice Note: Key differences in the law of contract between Scots and English law. Please note that this is intended as an introductory guide only and local advice from appropriate legal professionals in the relevant country should be sought where appropriate. Summary table What are the basic requirements for the formation of a binding contract? Is there any obligation to use good faith during

Dear [insert name of Party B or its representative] [insert name and date of agreement] [Our client: [insert client name] OR [Insert name Party A]] [Your client: [insert client name] OR [Insert name Party B]] 1 [ [As you are aware, we OR We] act for [insert client name] ([insert Party A short name]).] 2 [We are writing with formal confirmation of the information conveyed to you in the [letter OR e-mail OR telephone

1 Guarantee 1.1 Definitions Actual Completion Date • the date on which the Transfer is actually completed; Completion Date • [date] or, if later, the date calculated in accordance with clause 1.3.2(b); Price • £[amount]; Property • the property known as [description] shown [edged OR coloured OR hatched] [colour] on the plan attached to this Contract at Appendix 1 [and registered at HM Land Registry under the Landlord's Title]; Standard Conditions • the Standard Commercial Property Conditions (Third Edition—2018 Revision); and Transfer • the transfer of the Property in the form attached to this Contract at Appendix 2. 1.2 Interpretation For

Construction analysis: Parties in a construction project were in dispute over the meaning of a waiver clause in a settlement agreement (the Waiver Clause); in particular, whether it involved the waiver of both past and future financial claims by the defender. The defender sought to introduce evidence of the pursuer’s conduct, post-settlement, to interpret the meaning of the Waiver Clause. The Court of Session held that this evidence was irrelevant. The court also considered, in relation to an alternative claim by the pursuer for rectification of the Waiver Clause, whether section 9 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985 (LR(MP)(S)A 1985) was engaged (which takes account of the interests of third parties). There were, however, insufficient averments to explain: (i) the nature of any reliance by third parties on the existing wording of the Waiver Clause; or (ii) how their interests would be affected by the proposed additional wording. Written by Nick McAndrew, advocate at Ampersand Advocates.

Commercial analysis: This case concerned the interpretation of an equity commitment letter (ECL) governed by English law under which the defendant had agreed to provide €93m to its indirect subsidiary for it to purchase a hotel business from a third party. The share purchase agreement governing the underlying transaction never completed due to the coronavirus (COVID-19) pandemic and is now the subject of Spanish litigation. The parties asked the High Court to consider seven issues of interpretation of the ECL including whether the defendant was obliged to put its indirect subsidiary in funds in circumstances where there was a dispute regarding the underlying transaction. The High Court found against the defendant on all issues bar one. Written by Emily Woodwark, associate, Payne Hicks Beach.

This Practice Note on interpreting contracts considers when evidence of pre-contractual negotiations and statements can be adduced as an aid to construing the contract. When advising on contractual construction you should consider: • the guiding principles used by the court when interpreting the meaning of contracts, including the requirement to have regard to the background matrix of fact (also known as the factual matrix) and the commercial context in which agreements were reached—see Practice Note: Contract interpretation—the guiding principles • the rules (or 'canons') of construction used to assist in ascertaining the meaning of a written contract—see Practice Note: Rules of contract interpretation • other aids to contract interpretation such as the parol evidence rule—see Practice Note: The parol evidence rule in interpreting contracts, and • the admissibility of surrounding documents as an aid to interpreting contracts—see Practice Note: Contract interpretation—admissibility of surrounding documents For practical guidance as to the approach when faced with a dispute over a contract’s meaning, see Practice Note: How to approach a contractual interpretation dispute—a practical guide. Relationship