From: [insert name of Employer (the ‘Employer’)] To: [insert name of Contractor (the ‘Contractor’)] Date: [insert date] Dear [insert name of Contractor] [insert full project name and/or description/location of the works] (the ‘Works’) 1 We refer to your tender ([insert reference]) dated [insert date] and to [insert details of subsequent correspondence and any other specific documents containing details of the Works]. 2 We are pleased to inform you that, subject to terms being agreed between us, it is our intention to accept your offer (contained in the documents referred to in paragraph 1 above) and enter into a contract with you for the carrying out of the Works. 3 It is intended that the form of contract will be based on [insert form of proposed contract] as amended by a schedule of amendments and annexures as attached to this letter (together the ‘Contract’). The Contract will also incorporate the following documents: [insert proposed Contract Documents] (the ‘Contract Documents’) The following items are not yet agreed: [insert items still to be agreed] These items do not form part of the Contract for the purposes of this letter. Once these items are agreed

An employer may choose to make the continued employment of a new recruit subject to the successful completion of a probationary (or trial) period by including provisions to this effect in the employment contract. The purpose of a probationary period is to allow both parties to test the suitability of the role to the individual and of the individual to the role (as the case may be), and to terminate the employment contract on shorter notice than would otherwise apply should it become apparent that things are not working out (subject to the stipulation, of course, that any such notice period must be not less than one week, to satisfy statutory minimum notice requirements). While there is no law regulating how long a probationary period should be, there is an expectation that it must be reasonable. Generally, a probationary period is likely to be between three and six months, depending on the nature and seniority of the role 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 a [insert agreement name] dated [insert date] (Agreement). 3 We are instructed that [insert counter-party short name] has breached the Agreement by [failing to] [insert description of breach], contrary to Clause [insert number]. 4 [Time is of the essence for performance of [insert counter-party short

A buyer's right to the return of a deposit and the seller's right to forfeit the deposit in relation to a property sale and purchase contract are dealt with in the Standard Conditions of Sale (SCS) and the Standard Commercial Property Conditions (SCPCs). This Practice Note explains what the standard conditions provide, whether the court can intervene under section 49(2) of the Law of Property Act 1925 (LPA 1925) and what happens if the buyer has paid no deposit or paid more than 10%. The starting point is that a deposit is an ‘earnest for performance of the contract’ which is forfeited if the buyer fails to complete. Buyer’s right to return A buyer’s right to the return of their deposit is a legal right arising out of breach of contract by the seller. The fact that the buyer has, by delay, lost the right to specific performance does not prevent them from recovering it. The SCS (5th edition) and SCPCs (2nd and 3rd editions) (‘Second Edition’ and ‘Third Edition’ respectively) provide

Case study Company A1 enters a contract with Company B. Company A1 goes into liquidation and dissolves, the same owner/director sets up Company A2. Company A2 carries out the same business as A1, and continues its arrangement with Company B though no new contract is entered into. Company A2 goes into liquidation and dissolves, the same owner/director sets up Company A3, again carrying out the same business and continuing its arrangement with  Company B. Company A3 now terminates its arrangement with Company B. Company B seeks recourse from Company A3 under the terms of the original written contract between Company A1 and Company B. We have limited this Q&A to cover the contractual arrangements between B with each of A1, A2 and A3 only. Depending on the specifics of the situation, there may be other means of recourse open to B worthy of consideration. Contracts between the parties Contract between B and A1 Firstly, consider the original contract entered into between A1 and B and the terms of it particularly

This AGREEMENT is made on [date] Parties 1 [insert name of Assignor] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Assignor); and 2 [insert name of Assignee] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Assignee), each of the Assignor and the Assignee being a party and together the Assignor and the Assignee are the parties. Background (A) This Agreement is supplemental to the Contract (as defined below). (B) [As part of an internal reorganisation of the Assignor’s group of companies OR As a result of [insert relevant business background to the assignment]], the Assignor intends to transfer and assign all of its rights, title, benefit and interest in and to the Contract to the Assignee, in accordance with the terms of this Agreement. THE PARTIES AGREE: 1 Definitions and interpretation 1.1 In this Agreement: [Assignment Date • means [insert date];] Contract • means an agreement entered into by the Assignor and [insert name of the other party to the contract being assigned] dated [insert date] relating to [describe the nature of the relevant agreement], a copy of which

Construction analysis: In Ogilvie Construction v M1 RE Glasgow, the Outer House of the Court of Session held that claims arising from allegedly defective cladding and cavity barrier designs had prescribed under the Prescription and Limitation (Scotland) Act 1973 (PL(S)A 1973), as amended. The five-year period began when economic loss was incurred through implementation of the works, and section 11(3A) did not require awareness that the works were defective or that an actionable claim existed. Remedial works did not constitute a relevant acknowledgement, and general assurances of contractual performance were insufficient to establish induced error. The decision exposes a continuing latent-defects risk in Scotland and underlines the need for early investigation, active contract management and prompt proceedings to preserve claims. Produced in partnership with Michael Conroy, partner at Harper Macleod LLP.

This Practice Note provides practical guidance for general commercial practitioners on points to consider when drafting a business to business agreement to minimise the adverse consequences of unforeseen events, changes in the economic climate, crisis, disaster or other events beyond the contracting parties’ control. It is also relevant for practitioners when drafting a contract during a force majeure or other ongoing disruptive event. The Practice Note further considers illegality, hardship, business continuity, rights to terminate and key risk-mitigation clauses such as those dealing with price variation, currency exchange fluctuations, indemnities, insurance and contract review. For a summary ‘how to’ guide on preparing contracts to cover unforeseen events which signposts relevant content including links to potentially relevant issues, including clauses dealing with force majeure, and other commercial and practical considerations, see Practice Note: How to draft a contract to cover unforeseen events. Legal practitioners commonly draft contracts with a view to anticipating the ‘worst case scenario’. Typically, this may involve including standard boilerplate and commercial clauses that will favour the drafting party to protect them in the

We have assumed that the farm manager is an employee of the donor and not a self employed contractor As explained in Practice Note: LPAs—the attorney's duties and powers, attorneys cannot be remunerated for carrying out their duties under the lasting power of attorney (LPA), unless this has been specifically authorised by the donor in the LPA itself or the Court of Protection has authorised this. Section 42(1) of the Mental Capacity

Construction analysis: The Commercial Court held that a contract was concluded on previously negotiated bespoke terms without incorporation of the defendant's standard conditions, and that statutory implied terms under sections 14(2), 14(2A) and 14(2B) of the Sale of Goods Act 1979 (SGA 1979) applied, demonstrating that in ‘battle of the forms’ disputes the ‘last shot’ doctrine may be displaced where evidence shows parties intended different terms to prevail. The court also clarified that the initial burden is on the claimant to establish on the balance of probabilities that its cause of action accrued within the statutory period, after which the burden shifts to the defendant to prove that the alleged accrual occurred earlier.

From: [insert name of Employer (the ‘Employer’)] To: [insert name of Contractor (the ‘Contractor’)] Date: [insert date] Dear [insert name of Contractor] [insert full project name and/or description/location of the works] (the ‘Works’) 1 We refer to your tender ([insert reference]) dated [insert date] and to [insert details of subsequent correspondence and any other specific documents containing details of the Works]. 2 We are pleased to inform you that, subject to terms being agreed between us, it is our intention to accept your offer (contained in the documents referred to in paragraph 1 above) and enter into a contract with you for the carrying out of the Works. 3 It is intended that the form of contract will be based on the [insert form of proposed contract], as amended by a schedule of amendments and annexures as attached to this letter (together the ‘Contract’). The Contract will also incorporate the following documents: [insert proposed Contract Documents] (the ‘Contract Documents’) The following items are not yet agreed: [insert items still to be agreed] These items do not form part of the Contract for the purposes of this letter. Once these items

What is the difference between a sub-sale and an assignment? Sub-sale A sub-sale arises where A contracts to sell a property to B but, before completing the purchase from A, B then enters into a separate contract with C to sell the property to C. There are, therefore, two sale contracts in relation to the one property (A-B and B-C). Completion can be effected either by: • a single transfer (A to C, at B’s direction), or • two transfers (A to B and then B to C) Assignment An assignment arises where A contracts to sell a property to B and B then assigns the benefit (but not the burden) of that contract to C. Completion is then effected by a single transfer from A to C. Assignment must be distinguished from a novation. Novation arises where A contracts with B who then ‘transfers’ (or novates) its rights and obligations under the contract to C. The novation requires A’s consent. The result of the novation is that C can be said to 'step into the shoes'