This Practice Note sets out links to key precedents in Lexis+UK Employment Practical Guidance, relating to employment contracts, executive service agreements and other appointments such as non-executives. Offer of employment See: • Letter—employee offer letter Employment contracts See: • Employment contract basic version

The development of property can be carried out by different procurement methods. For more information, see Practice Note: Real estate development finance—introductory guide to forms of procurement. The most common forms of procurement for the development of a property are: • design and build procurement • traditional procurement, and • management contracting The most frequently used method of procurement in the UK is the design and build method. The procurement method will determine the nature and content of the development documentation. The development documentation is a key part of any real estate finance transaction which involves the development of property. This Practice Note explains the key development documentation which is involved in development, ie: • the building contract • parent company guarantees and bonds • the sub-contracts (which may include sub-contracts for design, in design and build procurement) • the professional consultant appointments • the insurances • collateral warranties (or third party rights), and • planning permission The lender will typically want to take security over the borrower's rights

A claim for damages will be brought under contract and/or tort law. Where a tort has been committed, the legal tests of establishing that there has been a breach of duty which has caused some harm or loss will apply in a medical negligence action. The standard of care expected of a surgeon will be to have exercised a degree of care and skill accepted as proper and responsible by a responsible body of surgeons skilled in that particular art. The Bolam and Bolitho tests apply. See also Practice Note: Consent in clinical negligence claims—treatment and causation. Personal claim against the doctor A person

This Practice Note considers the main terms included in standard form shipbuilding contracts. In particular, it looks at: • standard forms of the shipbuilding contract • price • title to the vessel • supervision and trials • delivery of the vessel • builder's liability • termination of the shipbuilding contract • dispute resolution provisions, and • potential issues for lenders This Practice Note considers the position in relation to commercial vessels in general. For information relating specifically to superyachts (a motor or sailing yacht greater than 30 metres in length), see Practice Note: Superyacht finance—sale and purchase of superyachts. The contract Standard form documentation has been developed across the world. The most commonly used forms are: • the Shipbuilders' Association of Japan 1974 standard contract (SAJ form), which has also been used as a starting point for other standard forms of contract used in South Korea, China, Taiwan and Singapore and is used especially for large commercial vessels • the BIMCO NEWBUILDCON published in 2007 which has become increasingly popular globally, and • the Community of European Shipyards’ Associations

Construction analysis: The Outer House of the Court of Session held that the building owner was not required to include each and every objection which the tenants had to completion taking place in a notice to be issued to the contractor, and subsequently to ensure that each of these was addressed before they agreed that completion had taken place. The case also once again indicates the court’s approach to contractual interpretation—it chose to adopt a literal interpretation of the relevant clause in the agreement rather than implying a different interpretation based on the wider commercial and factual context of the works contract itself and settlement agreements entered into between the contractor and each of the tenants.

This Practice Note looks at misrepresentation, misstatement and non-disclosure in property transactions. It covers a seller’s liability for replies given to enquiries before contract, a buyer’s possible remedies for non-disclosure, misrepresentation and misstatement and contractual terms which may protect the seller in the event of a claim. What is misrepresentation? A misrepresentation is a false statement of fact made by one party to another, which is not a term of the contract but induces the other party to enter into the contract. The misrepresentation must have been material and must have been relied on. If a seller makes a false statement in replies to enquiries (or elsewhere) which the buyer relies on when deciding whether or not to enter into the contract and the buyer suffers loss as a result of entering into the contract, the seller will be liable for misrepresentation. It is not necessary to show the misrepresentation was the sole point relied upon when the buyer entered into the contract, as liability can arise even if the misrepresented information

Introduction Exemption clauses are contractual terms used to exclude or limit liability for certain breaches, acts, or omissions. They are common in both commercial and consumer contracts and serve the commercial purpose of risk allocation. However, they often raise issues of fairness and bargaining power, leading to extensive judicial and statutory regulation. The key frameworks which govern the law surrounding exemption clauses are: • common law controls: incorporation, construction, and interpretation • statutory regulation: Unfair Contract Terms Act 1977 (UCTA 1977) for business contexts and Consumer Rights Act 2015 (CRA 2015) for consumer contexts For an example of what a boilerplate limitation of liability clause looks like, see Precedent: Limitation of liability clause. Underlying policy tension: freedom of contract vs protection from unfair or hidden terms At the heart of the law on exemption clauses lies a fundamental policy tension between freedom of contract (whereby contracting parties should be able to form agreements on whichever terms they choose) and the need to protect parties from unfair or unexpected terms. On the one

This Practice Note looks at what a collateral warranty is, which parties will want collateral warranties on a construction project and why. It considers the usual beneficiaries of collateral warranties and the rights that they acquire against the warrantor concerning the building contract, consultant’s appointment or sub-contract. It is a general principle of contract law that only a person who is a party to a contract can bring a claim under that contract. This is known as the doctrine of privity of contract. In the absence of any other direct contractual relationship, a contractor or a consultant will not normally owe a contractual duty of care to any person other than its direct client. (Note that the doctrine of privity of contract has, however, been altered by the Contracts (Rights of Third Parties) Act 1999 which, in certain circumstances, permits a party to enforce the terms of a contract made between others for its benefit. For more information see Practice Note: The Contracts (Rights of Third Parties) Act 1999 in construction contracts). Many of the defects that

This Practice Note explains the rationale for garden leave and the circumstances in which an employer may wish to use it. It explores whether, if there is no express provision in the contract of employment, an employer can place an employee on ‘enforced’ garden leave, and the circumstances in which an employer may enforce an express garden leave clause. It discusses the interaction between garden leave and the employee’s right to work, and between garden leave and the contract of employment, including how garden leave impacts on terms and conditions of employment such as holiday entitlement, directorships and other offices, and contractual duties. It also considers whether an employee has a right to be paid during garden leave, and its effect on post-termination restrictions. It covers enforcement issues, and the factors a court will consider in deciding whether to grant an injunction. It lists items for consideration when it comes to drafting a garden leave clause. In broad terms, putting an employee on 'garden leave' means the employer sending the employee home on full

This DEED 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 Deed 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 Deed. This Deed witnesses 1 Definitions and interpretation 1.1 In this Deed: [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

This Q&A focuses on termination notices in business-to-business contracts, additional considerations may apply in a business-to-consumer contract. What are the requirements for a valid notice to be served? The requirements for a valid notice of termination will depend upon the specific provisions of both the notices clause and termination clause within the applicable contract. The provisions set out in the termination clause will identify whether the right to terminate has arisen, and the provisions of the notices clause will determine how a notice must be served. In the scenario in question, that analysis must then be considered against the notice which is purported to have been served and further consideration may also need to be given to the nature of

Delete clause 3.6 of Precedent: Consultancy agreement—company and individual—pro-client and replace it with the following clauses 3.6 and 3.7: 3.6 Your method of work is your own and you will carry out your tasks as data protection officer (DPO) (as set out in the Schedule in an independent manner. You will not receive (and the Company[ and its Group Companies] will not seek to provide you with) any instructions regarding the exercise of those tasks. 3.7 Subject to clause 3.6, you will pay due regard to the reasonable requests of the [Board OR Chief Executive] and will, where possible, work and co-operate with any employee, worker, agent or other consultant of the Company[ or any Group Company] in the provision of the Services. Insert the following provisions in Precedent: Consultancy agreement—company and individual—pro-client as new clauses 3.14 and 3.15. 3.14 You acknowledge that the Company: 3.14.1 has appointed you on the basis of your professional qualities and, in particular, your expert knowledge of data protection law and practices and your ability to provide the Services; and 3.14.2 will be relying on your