Under section 693 of the Companies Act 2006 (CA 2006), a limited company may only carry out an off-market share buyback (that is not for the purposes of, or pursuant to, an employees' share scheme) pursuant to a contract that is approved in accordance with CA 2006, s 694, before the share buyback takes place. A share buyback contract is entered into between a company and one or more of its shareholders whose shares are to be bought back. CA 2006, s 694(3) provides that it may be: • a contract entitling or requiring the company to purchase the relevant shares, or • a contract under which the company may, subject

ARCHIVED: This Practice Note has been archived and is not maintained. One of the features of the UK employment income tax rules has long been to afford certain tax advantages to UK resident but non-UK domiciled employees who are able to structure their employment arrangements in a particular way. An employee who is both UK resident and UK domiciled for tax purposes will be taxed on their worldwide income under UK domestic law. This is irrespective of who their employer is and where they perform the duties of their employment. However, an employee who is UK resident but not UK domiciled, and who claims the remittance basis of taxation for a particular tax year, will only be taxed on ‘chargeable overseas earnings’ for a tax year to the extent that those earnings are remitted to the UK. For background details on the meaning of domicile and the remittance basis, see: Domicile and remittance subtopic. Earnings from an employment will be ‘overseas earnings’ if: • the remittance basis

Whether a particular arrangement is construed to be a tenancy, rather than a service occupancy, will depend on the particular circumstances. A service occupancy is a form of licence that arises where: • it is an express term of the employee's contract of employment that they live in a particular residence from where they can better perform their duties, or • if there is no such express term, one can be implied on the basis that it is essential (rather than merely conducive) that the employee lives in particular accommodation for the better

It may be possible in some circumstances to exclude or limit liability for fraud or fraudulent misrepresentation. The general position is that the parties to a contract cannot exclude liability for their own fraud or dishonesty. This is regarded as a public policy bar and is frequently referred to in the authorities (see HIH v Chase at paras [16] and [76]). The prohibition is usually invoked in relation to allegations of fraudulent misrepresentation inducing the relevant contract. The rule has therefore been explained as arising from a fundamental assumption of honesty and good faith when entering into a contract. The principal does not apply to other incidences of ‘fraud’ in relation to a contract more generally, such as dishonesty by an agent inducing the

To answer this question, we have considered: • when the contractor’s cause of action would accrue, in relation to a claim for unpaid retention, and • the length of the limitation period that would run from the date the cause of action accrued When would the cause of action accrue? We are not aware of any cases in which the courts have considered when a contractor’s cause of action would accrue, in relation to a claim for unpaid retention. However, the starting point is that retention is part of the price earned by the contractor for providing the works (see, for example, the court’s comments on the nature of retention in DR Jones Yeovil v The Stepping Stone Group ). At common law, a claimant’s cause of action for non-payment of the price for works accrues when the works are provided (Birse Construction v McCormick). It follows that a contractor’s cause of action for payment for building work will accrue no later than practical completion (Hirst

Construction analysis: The Technology and Construction Court (TCC) was asked to consider two similar questions of interpretation of the Change Control Schedule of a 25 year PFI Agreement to provide coastal defences, relating to whether costs were recoverable where there was an increase in storm events in the second decade of the Agreement compared to the first decade. Following a detailed look at the drafting of the Agreement, the court held that the Schedule permitted the project company to claim for costs on a retrospective basis.

Construction analysis: This case involved a complex post-termination dispute between the owner of an energy-from-waste plant, Energy Works (Hull) Ltd (EWH), and the contractor engaged to design and build the plant, MW High Tech Projects UK Ltd (M+W), with contribution claims against M+W’s sub-contractor, Outotec (USA) Inc (Outotec). The case gave rise to important questions of principle such as the enforceability of liquidated damages post-termination, a contractor’s right to suspend, causation and the assessment of damages. The Technology and Construction Court (TCC) awarded circa £119m to EWH, which consisted of liquidated damages for delay, costs of completing the works, and defect rectification costs. The court rejected M+W’s extension of time claims, and concluded that M+W did not have any right to suspend works on the basis of the alleged non-compliances in respect of EWH’s procurement and quality management of refuse-derived fuel (RDF) for the plant. In relation to the third-party proceedings, the court allowed one of M+W’s contribution claims against Outotec in respect of defects in the fuel feed system, but awarded circa US$6.8m of outstanding milestone payments and circa US$1m of wrongfully deducted recharges to Outotec (subject to abatement). Written by Mathias Cheung, barrister at Atkin Chambers.

ARCHIVED: This Practice Note has been archived and is not maintained. NEC3 2013 edition The NEC3 contracts are a suite of construction contracts which focus on pro-active project management and the need for good communication and co-operation between the parties (see Practice Note: NEC contracts—introduction). The NEC published a new edition of its suite of contracts in April 2013—the previous edition having been published in June 2005. The 2013 editions made a number of changes to the 2005 form (some had been published previously, as supplements to the 2005 edition, and have now been subsumed into the 2013 edition), predominantly to take account of the 2011 changes to the HGCRA 1996, to include for project bank accounts as recommended by government fair payment guidance, and to update the compensation event provisions, amongst others. The NEC also published seven new 'how to' guides in the April 2013 suite which are designed to help complete the works information, service information and scope, and the communication forms in the Engineering and Construction Contract (ECC), Term Service Contract (TSC)

What is multi-contracting? Multi-contracting is a procurement option that involves a number of contractors being engaged separately in respect of the various work packages that comprise a project—they are engaged directly by the employer to deliver those separate work packages. This form of procurement is commonly used in relation to energy projects (power plants, wind farms etc) as an alternative to using an EPC contract structure (see also Practice Note: EPC, split EPC and multi-party contract projects). The employer will co-ordinate all the works packages and manage the interface between them. This diagram illustrates the contractual structure of a project procured using the multi-contract route (this structure may change from project to project, although the diagram details the contractual matrix): The contractors are typically employed on target cost contracts. This contractual structure is suited to projects where the employer is the most appropriate party to bear some of the project specific risks and the risks associated with the interfaces between the various contractors. Multi-contracting is best suited to experienced employers who are comfortable retaining a greater degree of risk

This Checklist sets out the key issues and provisions to consider when drafting and negotiating the assignment of rights and/or benefits under an existing contract to a third party. For precedent assignments, see Precedents: • Deed of assignment • Assignment agreement • Short form letter of assignment For ancillary documents, see Precedents: • Notice of assignment of contract—from assignor • Notice of assignment of contract—from assignee • Request for consent to assignment For information on assignment generally, see: • Practice Note: How to assign rights under a contract • Practice Note: What constitutes a valid assignment of a contract? • Practice Note: Assigning contracts—common scenarios and considerations • Third parties, subcontracting and transfers—overview Issue Consideration Is an assignment appropriate? An assignment involves the transfer of rights under an existing contract.The original contract is retained and no release of liability is provided for any party since the original contracting parties remain the same.Only the benefits under a contract can be transferred by way of assignment (such as the right to receive payment

Our answer to this Q&A assumes that the return is made because the purchaser has changed their mind and not because there have been any performance issues in relation to the contract or the goods are defective. In an off-premises or distant contract B2C See Practice Note: Distance, doorstep and on-premises sales which explains that generally speaking, in a B2C contract, the trader must reimburse all payments made by the consumer, although there are certain exceptions in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134, reg 34, including that if the consumer paid for premium delivery, the trader only has to reimburse the amount the consumer would have paid for standard delivery (CCR 2013, SI 2013/3134, reg 34(3)). Reimbursement must be made without delay and in any event within 14 days of the trader receiving the goods back, or if earlier, the day on which the consumer provides evidence of having sent the goods back. Otherwise, it is within 14 days

This Practice Note examines the right to notice of an employee or employer under the contract of employment, ie the notice that must be given by an employer or employee to terminate the employment contract, whether oral or written, the effect of statutory notice provisions in determining the minimum notice period, when the notice period starts to run, issues relating to permanent health insurance (PHI), withdrawing notice of termination, longer notice being given by the employee and dismissing lawfully without notice. In terms of contract law, employers are free to give notice of dismissal at any time, unless they have expressly or impliedly agreed not to in the contract. There is no breach of contract as long as they allow the employee to work out their notice or (if this is provided for in the contract) pay the employee in lieu of notice. However, an employee whose contractual rights have not been breached may also have statutory rights. For example, a dismissal may not be in breach of contract but it may still be: • in breach of statutory