This Q&A will refer to the tenant as the immediate tenant and the proposed subtenant as the proposed tenant. Any subtenants of the proposed tenant will be referred to as potential subtenants. We are not aware of the precise wording of the lease covenants. We have therefore assumed that the wording of the prohibition covenant is similar to that in Nemcova v Fairfield Rents, where the

The concept of 'handover' under an EPC contract is of fundamental importance. It determines when the main obligations and duties of the EPC contractor come to an end and when the EPC contractor's potential exposure to delay damages ceases. It also delineates when the employer takes possession of (and usually responsibility for) the site and, often, when the facility is able to commence its commercial operations. Closely related to the concept of handover are those of testing and commissioning. The existence of such requirements under an EPC contract will, however, depend very much on the type of facility being constructed. If the facility involves infrastructure (be it a road or bridge) it is less likely that detailed testing and commissioning provisions will be required. On the other hand, if the facility includes complex mechanical and electrical equipment, testing and commissioning will be a necessity. In respect of power plants and multifaceted structures such as hospitals these concepts are therefore of great significance. Indeed, the more innovative and sophisticated the machinery or plant, the more

Note: this Practice Note is concerned only with the creation of binding legal relations by way of contract (whether in writing or orally) and is not concerned with those arrangements which require to be made by way of deed in order to be valid, on which see Practice Note: Deeds. Although many will be familiar with the key requirements for a finding of a contractually binding agreement, such as offer, acceptance, consideration, certainty etc (see: Forming enforceable contracts—overview), it is helpful to understand the court's general approach in this respect and how it ties in those key requirements. The essential ingredients of an enforceable contract The essential ingredients for establishing the existence of an enforceable contract are: • offer and acceptance • consideration (unless the contract is one executed by deed) • an intention to create legal relations (ie an intention to be legally bound) • certainty There is much more to the statement of these broad principles, as can be seen in the Practice Notes on these concepts: • Forming enforceable contracts—offer • Forming

This Practice Note examines statutory and contractual rights to suspend performance of obligations under a construction contract, which principally arise in the event of a failure by an employer to pay an amount due. The statutory right arises under the provisions of section 112 of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) which deal with when and how the right to suspend can be exercised. This Practice Note then considers how the standard form JCT, NEC and FIDIC contracts deal with suspension as a consequence of the HGCRA 1996 or non-payment, and also looks at wider contractual rights for a contractor to suspend performance of its obligations (ie not just because of non-payment). Suspension can be a valuable tool for putting pressure on an employer that is not paying its bills (either at all, or on time). However, a contractor has no general right to suspend works in the absence of any express contractual or statutory provisions, and suspension in such circumstances could be wrongful (see ‘Wrongful suspension’ below) and the decision in Energy Works v MW High Tech.

Clause 11.3 of the Precedent: Services agreement—one–off supply—pro-customer states: ‘11.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:… …11.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case’ Section 123 of the Insolvency Act 1986 (IA 1986) provides: ‘(1) A company is deemed unable to pay its debts— (a)

This Q&A raises the extent of the right of first refusal under the Landlord and Tenant Act 1987 (LTA 1987) of residential tenants where their landlord seeks to make a disposal of an interest in the block in which their demised premises are situated. The right is enjoyed by qualifying tenants as defined by LTA 1987, s 3. Essentially, they are those tenants who are not assured tenants under the Housing Act 1988 or who have the protection of Part II of the Landlord and Tenant Act 1954. Generally, the right of first refusal exists as against the qualifying tenant’s immediate landlord, but where that person is also a tenant under a lease for a term shorter than seven years, the right exists

This Practice Note looks specifically at stamp duty, mortgages, execution of documents, missing title deeds, sales of part and other considerations, such as searches and contract plans, in connection with deducing title to unregistered land. It explains how to deal with each element and covers both the present and the historical position where appropriate. Stamp duty Check that each document prior to 1 December 2003 has been correctly stamped. In the case of a lease, note that a lease granted before 1 December 2003 or pursuant to an agreement for lease made before 10 July 2003 will fall under the stamp duty regime. Where necessary, ask the seller to apply for late stamping at their own cost. Unstamped or incorrectly stamped documents: • are not a good root of title • are not valid links in the chain of title • will not be accepted by HM Land Registry on application for first registration • will not be accepted by the court in civil

This Agreement 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 Agreement. (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 to release and discharge

This Checklist is designed to help a business incorporate its standard terms and conditions effectively into a transaction, whether the means of communication of that contract are via a website, email or telephone. Standard terms and conditions are not, in themselves, a contract. They are simply the terms which form the basis of a contract. They will not cover the commercial aspects of a contract such as: • who you are contracting with • when the contract starts and ends (the term) • the goods/services being purchased (type, specification, quantity) • the price Equally, if you do not incorporate your terms and conditions into the contract, you are likely to be accepting the other party’s terms and conditions. The other party’s terms and conditions are likely to be one-sided in favour of that party and contain onerous provisions, which you will need to comply with. This Checklist is designed to help a business ensure that its terms and conditions are properly incorporated into contracts whether it is purchasing or selling. How do I/the business

Articles: a contract between the members and the company The articles of association constitute a contract between the members and the company (Companies Act 2006, s 33(1)). For details on the articles forming a contract, including a summary of the body of case law on this subject, see the link to Buckley on the Companies Acts in the related documents pod. Remedies

Introduction This flowchart illustrates the process for Variations under the JCT Standard Building Contracts 2024 and Changes under the JCT Design and Build Contract 2024.

This is a Precedent Notice of Assignment which can be used to give notice of an assignment of contractual rights by way of security from an assignor to its contract counterparty. This drafting note explains the context in which this Precedent Notice of Assignment might be used as well as the features of this Precedent Notice of Assignment and the assumptions on which it is based. For information on taking security over contractual rights, see Practice Note: Ireland—Assignments by way of security. Parties to this Precedent Notice of Assignment This Precedent Notice of Assignment is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). It has been drafted as being: • from a single security provider (defined as the ‘Assignor’) • to its contract counterparty and refers to an assignment of contractual rights between the Assignor and a single lender (defined as the ‘Lender’). Perfecting security In