An individual’s status as an employee of a company is generally regarded as separate from their status as a shareholder (or their office as a director). There are three essential requirements for an unfair constructive dismissal: • there must be an actual or anticipatory breach of contract by the employer which is a fundamental or repudiatory breach, ie one that ‘goes to the root of the contract of employment’ so as to be sufficiently serious to justify the

Commercial analysis: A judge had been correct in granting summary judgment in a dispute concerning the right to terminate an agreement on six months notice. There was no implied duty of good faith when exercising rights of termination and the case of Yam Seng Pte v International Trade Corporation is distinguished. The test for determining whether there has been an implied variation of an existing contract by conduct is clarified as being the same as for determining whether there is an implied contract.

Commercial analysis: The High Court ruled against Privinvest in a dispute over a parent company guarantee relating to a luxury yacht construction contract. The case provides valuable guidance on contract renunciation, affirmation and interpretation of guarantee clauses. The court held that discussions about potential termination did not constitute a 'clear and unequivocal' renunciation, that subsequent conduct affirmed the contract, and that a claim admitted in German insolvency remained 'contested' for guarantee enforcement purposes. The judgment offers practical insights into how commercial negotiations and conduct affect contractual rights and obligations in high-value commercial relationships. Written by Katie Chandler, Partner, Head of Disputes & Investigations UK and Natalia Faekova (senior associate) at Taylor Wessing LLP.

Affirmation is an indication of the intention to continue with a contract. Affirmation may arise in the case of: • a repudiatory breach of contract (including anticipatory breach (renunciation)), or • a misrepresentation which entitles the innocent party to rescind the contract It is important to understand what affirmation is and what it requires in order to be aware of the risks should a counterparty be in repudiatory breach. Failure to understand could lead to your client not successfully affirming a contract it wishes to continue or inadvertently losing its rights to terminate by accepting a repudiatory breach. This Practice Note focuses on affirmation in the event of repudiatory breach. For information on affirmation in the context of misrepresentation, see Affirmation where other remedies are available below. Affirmation and repudiatory breach A repudiatory breach is a breach of contract that goes to the very core of the contract entitling the innocent party to treat the contract as being disregarded and to refuse to be bound by its terms. Where there is a repudiatory breach of contract, the innocent party

This Deed is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Outgoing Party); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Incoming Party); and 3 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Remaining Party), each of the Outgoing Party, Incoming Party and Remaining Party being a party and together the Outgoing Party, Incoming Party and Remaining Party are the parties. BACKGROUND (A) The Outgoing Party wishes to transfer, by way of novation, its rights and obligations under the Original Contract (as defined below) to the Incoming Party, in accordance with this Deed. (B) The Outgoing Party wishes to be released and discharged from its[ future] obligations and liabilities under the Original Contract. (C) The Remaining Party agrees

Construction analysis: The court held that, under the terms of a bespoke sub-contract, the contractor was required to give an initial notice to the sub-contractor (and allow a seven-day rectification period to expire) before it could terminate for a failure to proceed regularly and diligently or for material breach. In its view, this was the objective meaning of the words ‘subject to’ used in the relevant provision.

The essential feature of an apprenticeship at common law was that the apprentice contracted to be taught a trade or calling: the apprentice was bound to the employer in order to learn a trade, and the employer agreed to teach and instruct them. Common law contracts of apprenticeship are now unlikely to arise, not least because it is an offence under the Apprenticeships, Skills, Children and Learning Act 2009 (ASCLA 2009) for a person to describe a course or training as an apprenticeship if it is not a statutory apprenticeship, unless the course or training is provided to the individual under or in pursuance of a contract of employment between the individual and that person (see: Protection of the terms 'apprenticeship' and 'apprentice', below). For information on common law contracts of apprenticeship, see: Contract of apprenticeship, below. This Practice Note considers the requirements of the statutory scheme as it applies in England. For information on the position: • in Scotland, see Practice Note: Apprenticeships in Scotland • in Wales, see: Apprenticeships frameworks below and Practice Note: Employment law in Wales—Apprenticeships An

This Checklist is intended for use on a disposal of property and looks at the information to be disclosed to a buyer and how that information is disclosed by deducing title, drafting the contract and replying to preliminary enquiries. What must the seller disclose? Nature of seller’s title In the absence of any agreement to the contrary, a buyer is entitled to assume that the property they are buying is freehold and is not subject to encumbrances. This assumption is rarely relied on as, in practice, title will be deduced to the buyer and the property particulars, together with any incumbrances, will be set out in the contract (see Drafting the contract below). Latent defects The assumption that the property is freehold and not subject to incumbrances puts the seller under a duty to disclose latent defects in title to the buyer. A latent defect is one which would not be apparent to a buyer on inspection. See Practice Note: Property—enquiries before contract—What must a seller disclose? Latent defects include: • restrictive

Section 1 of the Corporate Insolvency and Governance Act 2020 (CIGA 2020) introduces a new Part A1 to the Insolvency Act 1986 (IA 1986), which enables eligible companies to apply for a statutory moratorium. The moratorium is designed to allow viable businesses time to restructure or seek new investment, free from creditor action. In terms of IA 1986, s A21, during the moratorium, ‘(e) no legal process (including legal proceedings, execution, distress or diligence) may be instituted, carried out or continued against the [eligible] company, except…(iii) with the permission of the court’. Before considering further how this might impact on the ability of a party to a construction contract, to either commence an adjudication against a counterparty who is subject to a moratorium, or who wishes to enforce an adjudication

For the purposes of this Q&A we have limited our research to cover the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013). See Practice Note: Distance, doorstep and on-premises sales which summarises the law, guidance and practice relating to the CCR 2013 and explains when they apply, what information must be provided to the consumer and when, and what the consumer’s rights to cancel are once a distance selling contract has been concluded. The CCR 2013 apply to contracts for goods, services and digital content that are made by means of distance communication, doorstep contracts and on-premises contracts. For further information,

Ireland-Commercial analysis: Introduced as a Private Members Bill, the introduction of the Law Reform (Contracts) Bill 2024 to Ireland's Oireachtas in March 2024 is a step towards aligning Irish contract law with evolving jurisprudence around the enforceability of third-party rights in contracts. Matthew Van Der Want, senior associate, and Dominic Conlon, partner, of Ogier discuss the Bill.

This Practice Note contrasts and compares key features of the FIDIC 1999 and NEC4 contracts. It focuses on the NEC4 Engineering and Construction Contract (ECC) and the FIDIC Red Book 1999 (Red Book), which is used where the Contractor is building to the Employer’s design. In relation to the 2017 edition of the Red Book, see Practice Note: FIDIC 2017 and NEC4 contracts compared. Overall philosophy FIDIC The FIDIC contracts are the pre-eminent international standard form construction contract. They are known for being ‘written by engineers, for engineers’. The contracts are also known for their balanced risk allocation with risks falling with the party better placed to bear them (the EPC/Turnkey form, commonly known as the Silver Book, is somewhat of an exception to this). Unsurprisingly for a contract suite developed by engineers, the Engineer plays a prominent role in some of the FIDIC contracts, including the Red Book. For a general introduction to FIDIC contracts, see Practice Note: FIDIC contracts—introduction. For a more detailed introduction to the Red Book, see Practice Note: FIDIC contracts—introduction