This Practice Note considers the distinction between statements which are representations and those which are contractual terms, and when a representation may have legal effect, whether as a collateral contract or promissory estoppel or waiver, even if it does not form part of the written contract. For guidance on the admissibility of pre-contract statements and representations when interpreting a contract’s meaning, see Practice Note: Contract interpretation—admissibility of pre-contractual negotiations and statements and related content. What are contractual terms? The terms of a contract define the existence and scope of the parties’ respective rights and obligations to one another. A contractual term is a statement that amounts to a promise or undertaking and forms part of a contract. If the term is breached, the innocent party will be able to bring a claim against the party in default for damages for breach of contract and, sometimes, terminate the agreement and claim damages—see Practice Note: Breach of contract—damages and termination. Contractual terms may be either express or implied:

Commercial analysis: In King Crude Carriers SA v Ridgebury November LLC, the Supreme Court has unanimously reversed the Court of Appeal’s decision on the proposition that the Mackay v Dick principle has effect in English law, holding that there is no such English law principle. Part of that principle is that a condition in a contract, which would give rise to a debt owed by a party if fulfilled, should be treated as fulfilled (or dispensed with or waived) where that party wrongfully prevents the condition from being satisfied (the other aspect of Mackay v Dick set out by Lord Blackburn (that there is an implied duty to cooperate to ensure performance of a contract) was not subject to appeal and was described by the Supreme Court as ‘not controversial’). Written by David Bridge, partner, Lisa Fox, knowledge counsel, and Pippa Borton, associate, all at CMS.

A typical contract lifecycle incorporates a broad range of activities including; the preliminary preparations necessary to define the project scope and identify a suitable business partner, drafting and negotiating contract terms, obtaining the necessary contract approvals, formally executing a contract, managing the performance of a contract once it is in force, dealing with contract breach

A full CLM system covers: • requesting, drafting, negotiating and approving the contract, ie tracking where the contract has got to in the process, ensuring it is reviewed by the right people, tracing changes, etc • storage and organisation, ie filing and searching the contract • tracking and reporting on compliance, milestones and any other important parameters • monitoring performance • provision of storage and access security regarding the sensitive information contained in the contracts

STOP PRESS: Regulation (EU) 2026/1744 amending Regulation (EU) 2024/1689, Regulation (EU) 2018/1139 and Regulation (EU) 2023/1230 as regards the simplification of the implementation of harmonised rules on artificial intelligence (Digital Omnibus on AI) was published in the Official Journal on 24 July 2026 and entered into force on 27 July 2026. This Practice Note will be updated shortly to reflect amendments to Regulation (EU) 2024/1689, the EU Artificial Intelligence Act. For further information on the changes introduced by the Digital Omnibus on AI, see Practice Note: EU Digital Omnibus—tracker and News Analysis: Digital Omnibus proposal—re-writing the EU's digital rulebook. Frequently, a supplier or customer will use a set of standard terms developed for domestic trade in its home country. When that business deals with a party in another country or opens a new business in another country, it will often wish to reutilise these terms, which will usually have been developed to reflect its particular business model as well as the applicable laws and regulations of the home country.

The term ‘contract management’ strictly refers to the period after a contract has been executed and taken effect. Thus, it entails working to ensure that the terms and conditions contained within the contract are adhered to and that all of a party’s contractual obligations are met satisfactorily.

This contract management plan checklist sets out the suggested contents for a robust contract management plan which will ensure you know the baseline for commercial negotiations, enable you to implement a legal framework to support commercial requirements, and/or provide you with a template against which to review relevant documentation. Suggested contents of the plan include definition of the scope and deliverables, specification of the timeline, financial details, plan of the work, and anticipation of the risks. There is a section for you to mark whether you have completed each requirement and also to insert comments or note action

1 Attendees: [List attendees] Each attendee to come to the workshop prepared to give a PowerPoint presentation to the group for a maximum of [insert, eg 20 minutes] on the following topics: —types of goods/services procured by that department; —contracting process; —role of each individual in that department in the contract lifecycle process; —use made of the procurement team/organisational procurement process; —contract precedents used; —whether standard contract review/creation request forms are used; —where original contracts are held; —details

Why you need to manage this risk Contract management is often seen as an activity aimed not at ‘finding fault’ but at identifying problems, finding solutions and resolving issues before they become disputes. However, this approach is only part of best practice contract management. You will be mindful that contract management not only enables the parties to a contract to work together to achieve the objectives of the contract, but also deals with contract compliance and any shortcomings, contract changes, extensions and renewals. All parties to the contract must fully meet their respective obligations, therefore contract management includes collating evidence of breach so that any eventual legal process can be substantiated. To cover all these aspects, the contract management structure must be planned from the outset of the procurement process. This guide concentrates on the activities which need to be undertaken after a contract has been awarded and the service provision has commenced. The key risks arising from poor or no contract management are: • failure of the contract to fulfil its objectives—the contracted

STOP PRESS: As of 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) are in force. Procurements begun on or after this date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This content relates to the Procurement Act 2023 regime This practical guidance is about public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on contract modification under the previous legislation, see Practice Note: Modification and termination of public contracts—pre-PA 2023. Modification of public contracts within scope of the Procurement Act 2023 This Practice Note provides guidance on the modification of public contracts within scope of PA 2023. A public contract or framework agreement may need to be modified during its term. PA 2023 limits when public contracts

Written confirmation of the purchase or sale of an investment.

The contract of employment which governs the employment relationship between the employer and the employee.