We do not carry a definition of ‘material breach’ per se, as a definition of such term would have to be individually drafted to reflect the detail of the particular contract. However, if the parties wish to define that term, they would typically set out the individual circumstances

Dispute Resolution analysis: Popplewell J looks at the relevant factors when deciding whether a guarantee, with no express applicable law clause, should have such a clause implied from the express applicable law clause in the main contract, the performance of which is being guaranteed. The relevant EU regulation to apply in this case was Rome I, the provisions of which are used to determine the applicable law for contract claims.

This Practice Note considers the tripartite relationship between an agency worker, the agency with which the agency worker has a contract and the hirer or end user (sometimes known as the principal) and, in particular, whether the agency worker may be a worker or employee of the agency or the end user. There are four important areas in which the law affects agency workers: • the regulation of employment agencies and businesses • equal treatment of agency workers under the Agency Workers Regulations 2010 (AWR 2010), SI 2010/93 • the employment protection rights derived from their status as agency workers, and • the employment protection rights derived from their status as a worker or, in some cases, an employee These areas operate independently of each other. For example, rights under AWR 2010, SI 2010/93 are not dependent on employee status at common law, nor do they affect or simplify that status; nor do AWR 2010, SI 2010/93 affect the major rules on the conduct of employment agencies and businesses. For further information on: • the

While the primary remedy for contractual breach is that of damages (see Practice Note: Contractual damages—general principles and related content), there are occasions in contractual disputes (particularly those where the contract has not, or perhaps not as yet, been breached) where damages may not be available or the most appropriate remedy. In such instances there are a number of equitable remedies which the court has a discretion to order. These include: • specific performance of outstanding obligations under the contract • declaratory relief, for example, as to the meaning of a particular provision in a contract • injunctive relief (whether interim or final) either compelling a party in breach/about to breach the contract to do or abstain from doing something • rectification of a contract or deed • rescission of a contract or deed Where damages for breach of contract are sought they are usually sought and, where awarded, awarded on the basis of the accepted compensatory aim of contractual damages, ie to put the innocent party in the position as if the

This Deed of novation is made on the [insert day] day of [insert month] 20[insert year] Parties 1 [insert name of company] (in administration) (Company Registration No. [insert number]) whose registered office is situated at [insert address] (the ‘Original Contractor’) acting by its [joint] [Administrator OR Administrators], [insert name of [Administrator OR Administrators]] (each an administrator and together the joint administrators) of [insert name and address of firm] (the [‘Administrator’ OR ‘Administrators’]) 2 [insert name of contractor] (Company Registration No. [insert number]) whose registered office is situated at [insert address] (the ‘New Contractor’) 3 [insert name of employer] (Company Registration No. [insert number]) whose registered office is situated at [insert address] (the ‘Employer’) Whereas (A) The [Administrator OR Administrators] were appointed to the Original Contractor [by the Floating Charge Holder OR the Directors OR the Company OR Order of the Court] pursuant to paragraph [[14] OR [22]] of Schedule B1 of the Insolvency Act 1986 on [insert date of appointment of Administrator(s)]. (B) This

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under section 33(1) of the Companies Act 2006 (CA 2006). Various breaches of the articles are considered, with reference to the ability of the majority of members to ratify a breach in certain circumstances, or otherwise take appropriate action against the board or an individual director. Claims brought by a minority shareholder are discussed, particularly personal actions for alleged breaches of ‘membership rights’ arising under the constitutional contract. Reference is also briefly made to derivative actions, unfair prejudice claims and winding-up. What is the company’s constitution Unless the context otherwise requires, a company’s constitution is defined under CA 2006 to include: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution Before 1 October 2009, the memorandum of association was an integral part of a company’s constitution, but its constitutional significance has been greatly reduced by CA 2006. However any provisions that were contained in the memorandum of a company

This Practice Note examines the legal and practical issues that may arise when an employer (referred to in this note as the 'new employer') seeks to recruit an individual or, in a team move scenario, a group of individuals, from a competitor employer (referred to in this note as the 'former employer' or 'current employer'). The Practice Note considers how to reduce the risks of legal liability for the economic torts such as inducing a breach of contract, conspiracy (by unlawful and lawful means) and unlawful interference with business and other protective action. It outlines the action to consider when the employee is in breach. Privilege, including common interest privilege, is examined. Litigation and settlement strategy is also considered. The legal framework The basis of litigation in employee competition situations will be the express and implied terms of the contract of employment between the employee(s) and the current employer, or, if the employee has already left, the former employer. Obviously, the new employer is not a party to that contract of employment. Nor does it

This Practice Note summarises the practical steps which a business can take to successfully incorporate its standard form terms and conditions into contracts and agreements. It provides guidance on how to ensure that one party’s standard terms and conditions are incorporated into a contract, how to win the battle of the forms and how to prevail over attempts by the other party to incorporate their standard terms and conditions into the contract. See also: Effectively incorporating standard terms and conditions—checklist. For guidance on the purpose, advantages and disadvantages of using standard terms and conditions, see Practice Note: Standard terms and conditions—advantages and disadvantages. For guidance on drafting standard terms and conditions for business to business (B2B) transactions, see: • Practice Note: Key terms and conditions in commercial contracts • Drafting terms for the supply of services—business to business—checklist • Drafting terms for the sale of goods—business to business—checklist For guidance on reviewing another party’s B2B standard terms and conditions, see: • Contracting on another party’s standard terms and conditions (B2B)—checklist • Reviewing terms for the purchase

This Q&A considers generally applicable law and assumes that the relevant service/sector is not subject to specific laws, regulations, codes of conduct or the like (eg legal advice). The limits on the ability of a supplier of services to exclude liability, in the particular context where part of those services is advice, which is actually given by a third party have been considered. This Q&A only looks at what is possible for a supplier (S) to exclude, and not what S must do in order to achieve such exclusion. Fraudulent advice is also not considered. Potential liability Generally, a contract for the supply of services will include an implied term as to reasonable

This Practice Note sets out the different legal bases of consumer protection in respect of dangerous or defective products. It considers civil claims, including claims for breach of contract, negligence or breach of statutory duty, as well as criminal liability and regulatory claims. For an overview of the product liability content, see: Product liability—overview. Introduction Product incidents can be divided into two categories, namely: • those where there is a risk of injury arising from the use of the product (‘dangerous products’ or ‘unsafe products’), and • those where the product does not function properly (‘defective products’) In both cases, a recall or other remedial action may be required to protect the brand and aggrieved consumers may bring civil claims. However, quality issues alone will rarely result in criminal sanctions against suppliers or manufacturers. For more information on recalls and corrective actions, see: • Practice Note: Product safety notification and corrective actions • Product liability—corrective actions—checklist • Product liability—product safety—checklist • Precedent: Product recall notice (or corrective announcement) • Precedent: Product recall clause For

Stop press: With effect from 1 January 2027, section 25 of the Employment Rights Act 2025 (ERA 2025) amends the qualifying period for ordinary unfair dismissal set out in section 108 of the Employment Rights Act 1996 (ERA 1996) from two years to six months, and removes the cap on the compensatory award in ERA 1996, s 124. Transitional provisions are set out in the Employment Rights Act 2025 (Commencement No 4 and Transitional and Saving Provisions) Regulations 2026, SI 2026/559. For information on the implications of the reduction in the unfair dismissal qualifying period for probationary periods, see Practice Note: Probationary periods. This Precedent will be reviewed shortly. Dear [name of intern] Internship agreement This letter confirms your paid internship with [company name] (‘the Company’) and sets out our hopes and expectations. We are committed to providing you with a supportive environment that will allow you to gain valuable learning and experience. We hope that your internship will be enjoyable and rewarding. Internship Your [duration, eg one-week, or three-month] internship will commence on [date] and end on [date].

In December 2017, FIDIC launched the second editions of the Red, Yellow and Silver Books. Three years later, in December 2022, FIDIC launched reprints. The FIDIC Red Book 2022 reprint is to be described as ‘The Conditions of Contract for Construction for Building and Engineering Works Designed by the Employer Second Edition 2017, reprinted 2022 with amendments’. It is published with the same ISBN number. The amendments include: • the errata issued in December 2018 (see News Analysis: Errata to FIDIC 2017 contracts published) • the additional errata issued in June 2019, and • further errata and new amendments made in November 2022 (and said to be effective from 1 January 2023) which FIDIC describe as ‘improvements & clarifications in response to industry feedback + to support the increased use of 2017 contracts' There is no obligation to use the FIDIC 2022 reprints. The Parties are free to choose the original FIDIC 2017 books if they prefer. This Practice Note