It is fairly common that where a business is sold, the contract will provide for deferred consideration which is calculated in accordance with a profitability formula. This ensures that while the seller receives a lump sum as part of the purchase price, the remainder of the purchase price is conditional on the performance of the business, thus protecting the seller or the buyer depending on where the risk has been agreed to fall. It is also a useful protection against the seller setting up in competition and attracting away existing clients as the seller has a financial interest in the business remaining profitable, at least for the

This Practice Note identifies the different means by which a settlement can be documented, namely by exchange of correspondence, contract, deed, Tomlin order or consent order. The various advantages and disadvantages of these methods are discussed, including the sometimes problematic issue of determining the point at which the settlement offer is accepted, as well as the related issue of the basis on which the parties are negotiating (for example, on a ‘Without prejudice save as to costs’ basis and/or ‘Subject to contract’). It also sets out the execution requirements when settling using contracts and deeds, and provides sample counterparts wording. For guidance on making an offer to settle, see Practice Note: Settling disputes—settlement offers (Calderbank, WPSAC and Part 36). For guidance on drafting the terms of a settlement agreement (whether executed as a contract or a deed), see Practice Note: Settling disputes—drafting the settlement agreement. That Practice Note also deals with the issue of the disposal of the proceedings themselves where there are court proceedings in progress at the time of the settlement. For

The Renting Homes (Wales) Act 2016 (RH(W)A 2016) substantially reformed the way in which residential properties in Wales are let and replaced nearly all existing residential tenancies and licences with an ‘occupation contract’. Landlords under occupation contracts must provide their tenants, or ‘contract-holders’, with a written statement of the terms of the occupation contract at the start of the contract (or before 1 June 2023 in the case of existing tenancies which were converted into occupation contracts). RH(W)A 2016 sets out certain mandatory provisions which must be contained

It is assumed that: • one of the parties is unable to physically sign the proposed amendment but is able to agree to the amendment in an alternative way • the contract is a business to business contract The criteria for the effective variation of an agreement depend on the way the amendment is made. Variation in writing Written contracts may include a provision requiring any amendment or variation of that agreement to be made in writing and signed by all parties, or their authorised representatives. An example of such a provision can be found in Precedent: Variation clause. In Rock Advertising v MWB Business Exchange Centres, the Supreme Court provided examples of legitimate commercial reasons for including such a clause: • prevention of attempts to undermine written agreements by informal means • where oral discussions can easily give rise to misunderstandings and crossed

[Insert date] Dear [insert name of employee], I write to confirm the decision taken by [insert name(s) and job title(s)] at the hearing held on [insert date] to consider your appeal dated [insert date] against the decision, confirmed to you in

Dear [insert name of authorised representative of the counter-party], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 [As you are aware, we OR We] act for [insert client name] (our client). 2 Our client and [insert counter-party name] ([insert short name]) are parties to an [insert agreement name] dated [insert date] (Agreement). 3 We are instructed that [insert counter-party short name] has breached the Agreement by failing to pay £[insert amount] (Debt) to our client by [insert due date] as required by Clause [insert number]. This constitutes a breach of [an essential OR a fundamental] term, as recognised by Clause [insert number]. 4 [Interest has accrued on the Debt from [(and including)] [insert date] in accordance with Clause

As this Q&A has not stated whether the contract between the parties is in fact a consumer contract under section 4 (Articles 17–19) of the Regulation (EU) 1215/2012, Brussels I (recast) we have addressed both the situation where there is no consumer contract and the situation where there is a consumer contract. The basic rule is that persons domiciled in a Member State of the EU should be sued in the courts of that Member State. Is there a consumer contract? Article 18 of Regulation (EU) 1215/2012, Brussels I (recast) states in relation to consumer contracts: ‘A consumer may bring proceedings against the other party to a contract either in the courts of the Member State in which that party

[Insert name and address of employee] Dear [enter name] Draft service agreement I enclose a service agreement for your review, which has been drafted by [your employer OR your employer’s solicitors].[ You will see that there are some areas in square brackets on which I will need your instructions.] Please contact me when you have had a chance to read through the draft to discuss any further necessary changes to propose to your employer. This type of contract is suitable for a more senior employee working a standard working pattern. If you will be working non-standard hours or have (or would like to have) any flexible arrangements, please let me know, as the contract will need amendment to reflect that. I set out below some particular issues on some of the clauses in the draft[ and have noted some of the more significant issues on which you may wish to negotiate changes].[ The contract is drafted to be consistent with your offer letter but this document is obviously more comprehensive than the offer letter.] [

This Practice Note is a guide explaining ‘how to’ incorporate precedent controller to processor (C2P) or processor to processor (P2P) provisions for compliance with the EU’s General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR) into a commercial contract. It is written from a supranational perspective and the laws of applicable EEA Member States and other jurisdictions should be sought where appropriate in the context of the applicable law of the contract and the location of performance of obligations in connection with the contract. This ‘how to’ guide assumes a basic level of knowledge about data protection law, including the meaning of key terms such as ‘personal data’ and ‘processing’. For introductory information on data protection law, see Practice Notes: Key definitions under EU data protection law and The EU’s General Data Protection Regulation (EU GDPR). This guide does not address: • the drafting and negotiation of mandatory C2P/P2P provisions in and of themselves • data sharing arrangements between controllers (C2C). For further guidance on such arrangements, see Practice

FORTHCOMING CHANGES: The Employment Rights Act 2025 (ERA 2025) amends sections 27A and 27B of the Employment Rights Act 1996 (ERA 1996) to enable the making of regulations under new provisions being inserted into, or amended provisions of, ERA 1996. Certain amendments to ERA 1996, ss 27A and 27B came into force for this purpose on 6 January 2026 (see: Who is protected, below). Others will come into force at a later date (see Practice Note: Employment Rights Act 2025—tracker). This Practice Note will be updated further as soon as more details are available. This Practice Note examines the protections available to workers and employees on zero hours contracts and on lower incomes, relating to: • unenforceable exclusivity clauses • protection from detriment, and • protection from unfair dismissal For information on zero hours workers generally, see Practice Note: Zero hours contracts. Who is protected Employees or workers who work under zero hours contracts are protected under section 27A of the Employment Rights Act 1996 (ERA 1996)

Commercial analysis: The court found that Essex County Council (the Authority) were entitled to terminate a Private Finance Initiative (PFI) contract where the contractor was unable to pass acceptance tests. In particular, the judgment considered a number of issues with general commercial relevance, including relational contracts and the implied duty of good faith, whether there was an implied time limit for exercising termination rights and the independence, impartiality and objectivity of expert witnesses. Written by Antony Smith, partner, and Emily Hunt, trainee solicitor, at Beale & Company Solicitors LLP.

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note brings together our content on the changes made in the 2016 editions of the Joint Contracts Tribunal (JCT) standard form construction contracts. Publication of the 2016 editions The 2016 editions of the JCT standard form contracts were published as follows: Date Contracts published 15 June 2016 Minor Works Building Contract family (MW, MWD and MWSub/D) 20 July 2016 Short Form of Sub-Contract (ShortSub)Sub-subcontract (SubSub) 22 September 2016 Design and Build family (DB, DBSub/A and DBSub/C) 31 October 2016 Standard Building Contract family (SBC/Q, SBC/AQ, SBC/XQ, SBCSub/A, SBCSub/C, SBCSub/D/A and SBCSub/D/C) 21 November 2016 Collateral Warranties (CWa/F, CWa/P&T, SCWa/E, SCWa/F and SCWa/P&T) 7 December 2016 Intermediate Building Contract family (IC, ICD, ICSub/A, ICSub/C, ICSub/D/A, ICSub/D/C, ICSub/NAM, ICSub/NAM/C, ICSub/NAM/E) 30 March 2017 Constructing Excellence Contract (CE)Consultancy Agreement (Public Sector) (CA)Framework Agreement (FA)Major Project Construction Contract family (MP and MPSub)Measured Term Contract (MTC)Pre-Construction Services Agreement (PCSA and PCSA/SP)Prime Cost Building Contract (PCC)Repair and Maintenance