This Practice Note provides an introduction to tort law by addressing three questions: • what does the concept of being liable in tort mean? And how does tort relate to contract and criminal law • how has the law of tort developed? • what is the scope of tort, ie what interests does it protect? What conduct does it allow or punish? What impact has the Human Rights Act 1998 had on tort law, particularly calls for a general tort of privacy? What is tort law? The word 'tort' comes indirectly from the Latin term ‘tortus’, which means crooked or twisted—in other words, wrong. It therefore makes sense that a ‘tort’ is a civil wrong that occurs where someone unfairly causes another person to suffer loss or harm. A person committing a tort is legally liable to the party injured, who is provided with a remedy in law, such as monetary damages or an injunction to compel or prevent certain conduct. An injured party who decides to pursue the matter in court is known as

Materials, goods and workmanship The materials and workmanship used by a contractor for a construction project are of key concern for employers as, together with the design, this will determine the quality of the completed project—and whether or not the contractor has met the required standard of workmanship, and/or used materials which meet the quality standards under the contract, will often be at the centre of a dispute relating to defective works. The building contract will usually contain detailed provisions covering standards of workmanship and the types and standards of goods and materials that the employer requires the contractor to use. The technical documents appended to the building contract will usually set out most of the detail, but the main contractual terms will also often cover the employer’s requirements as to materials and workmanship. As this Practice Note considers, many of the express requirements in a building contract (or sub-contract to the main building contract) will reflect the statutory requirements as to quality and fitness for purpose, as is the case in some of the standard form

Dispute Resolution analysis: The Court of Appeal in this case addressed whether the so-called ‘Costello principle’ precluded a claim in unjust enrichment by an agent for an introduction fee where an oral contract governed the arrangement. The court’s analysis turned upon the precise interpretation of the remuneration terms and provides a valuable lesson on the failure of parties to cover all possible outcomes by way of express agreement. The court allowed the agent’s appeal and granted the claim in unjust enrichment. Davis LJ concurred but preferred a contractual implied term analysis. Written by James Saunders, barrister, at New Square Chambers.

These are not probate actions within the definition set out in CPR 57 but they are matters which personal representatives may be forced to deal with and/or answer through the courts. Will contracts Wills are by their very nature revocable. However, merely because a Will is revocable does not preclude a testator from binding themselves to its contents in relation to a third party or parties. Having committed their assets by that agreement, their personal representatives become trustees for the performance of that agreement. The agreement could be and generally is, at the expense of the beneficiaries under their Will or intestacy. However, as with any contract, there must be a binding agreement by the testator to dispose of their assets in a particular manner. In order to establish a Will contract, two certainties are required: • certainty of subject matter • certainty of obligation Should the subject matter of the agreement be real property and made after 27 September 1989, that agreement must also comply with the contractual formalities relating to the disposition of land.

What standard form framework agreements are published? There are several published standard form construction framework agreements: • the JCT Framework Agreement (JCT FA) • the ACA Framework Alliance Contract (ACA FAC-1) • the NEC3/NEC4 Framework Contract (NEC FC) JCT FA The JCT FA was first published in 2005 as a non-binding version. It was aimed primarily at the private sector. Following criticism that it could not be used by the public sector (who are major users of framework agreements), it was revised in 2007. It was revised again in 2011 to make it compliant with the revised Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996), and the most recent version was published in 2017 (but labelled the 2016 edition as it forms part of the 2016 JCT suite). The JCT Guidance note states that JCT FA is intended for the procurement of works over a period of time. Contracts called-off under JCT FA are intended to be governed by the form of JCT contract that is appropriate for the works

As seen in Practice Note: Contract interpretation—distinguishing between liquidated damages and penalty clauses, the task of determining whether or not a liquidated damages clause may be held to be unenforceable as a penalty is not always an easy one. While it will be a matter of construction for the courts in each case, there are a number of factors to consider when analysing the scope of an alleged liquidated damages clause and whether or not it may be susceptible to challenge as a penalty. If drafting a liquidated damages clause, it is essential that you keep these factors in mind in drafting the clause (and its relationship with related clauses). See: • Drafting and negotiating a liquidated damages clause—checklist • Precedent: Liquidated damages clause For specific consideration of how clauses in commercial contracts which provide for ‘default interest’ have been considered in the authorities, see: • Penalty interest rates in commercial contracts • Contract interpretation—distinguishing between liquidated damages and penalty clauses—When might default interest be a penalty? For specific considerations for those advising in

This Practice Note is for use when determining applicable law where the contract was entered into on or after 17 December 2009 and before 1 January 2021. For contracts concluded into on different dates, a different applicable law regime will be applied by the UK courts. Which regime applies depends on the date on which the contract was concluded. For guidance on the different regimes and their interrelationship, see Practice Note: Applicable law regimes. This Practice Note provides an explanation as to when and why Regulation (EC) 593/2008, Rome I was introduced. It covers the implementation of Regulation (EC) 593/2008, Rome I and the countries to which it applies. It also considers the position in relation to Denmark. It sets out why the regulation applies to intra-UK contractual disputes. The Practice Note then provides assistance on the interpretation of Regulation (EC) 593/2008, Rome I. The impact of the UK’s departure from the EU The impact of the UK’s departure from the EU varies depending on whether the regulation is being

For more detailed information on applicable law, ie the system of law that applies to the contract of employment under consideration, see Practice Note: Applicable law—which system of law applies to the contract or employment relationship. For more detailed information on international jurisdiction, ie whose courts and tribunals should decide the case: • for proceedings instituted before 1 January 2021, see Practice Note: International jurisdiction—allocating employment cases between national courts and tribunals pre-1 January 2021 [Archived] • for proceedings instituted on or after 1 January 2021, see Practice Note: International jurisdiction—the Civil Jurisdiction and Judgments Act 1982 in employment

Following publication of the Conditions of Contract for Process Plants for Lump Sum Contracts in 1968, the Institute of Chemical Engineers (IChemE) in 1976 published a reimbursable form of contract known as the 'Green Book'. Second and third editions of the Green Book were published in 1992 and 2001 respectively. This Practice Note covers the 2013 (4th Edition) of the Green Book, and focuses on the nature of cost reimbursable contracts. Amendments to the Green Book were issued in February 2020 (Amendment No 1), January 2021 (Amendment No 2), and October 2025 (Amendment No 3). As with all IChemE contracts, the Green Book has detailed provisions for testing on completion and commissioning making it well suited to the process engineering industries including nuclear, water, petrochemicals, steel and food. The Green Book follows a virtually identical format to the Red Book in its clauses, layout and schedules. The drafting is very similar departing from the text of the Red Book only where necessary to reflect the implications of using a cost reimbursable

Unless an option agreement or contract specifically allows for extensions of time, the time limit must be strictly adhered to. It cannot be extended by reference to equitable principles, nor can the buyer unilaterally vary the terms of a contract. Extension must be by waiver or by express agreement. The seller (or the buyer in rare cases where the time limit has been inserted purely for the benefit of the buyer, eg where a contract is conditional on the obtaining of planning permission by the seller by a certain date) can waive the right to insist on performance by the stipulated time and allow an extension. For further guidance in relation to the need for a long-stop date, see Practice Note: Option agreements—land—the need for a long-stop date. Waiver Waiver has the effect of substituting the extended time for the original time limit. If time is of the essence in respect of the original longstop date it will

Public Law analysis: This judgment looks at the way that claims for unlawful means conspiracy can be brought in the context of procurement disputes. In particular, the case raises questions around the decision of Greater Glasgow Health Board to abandon an existing procurement exercise and to extend the existing contract to allow time for the necessary re-procurement. The judgment was made in the context of an ongoing disclosure process and the court was required to consider whether such a pleading of unlawful means conspiracy was relevant in the circumstances of the case. The court considered that the pleading was relevant on the facts of the case and that the loss resulting from the extension of the existing contract was more than foreseeable. An evidential hearing will be required to establish liability in due course. However, this case highlights the issues that contracting authorities face in taking abandonment decisions and agreeing correlating extensions if these are not undertaken with due regard to the risk. Written by Charlotte Clayson, partner and Suad Abdulkadir, intern at Trowers & Hamlins LLP.

Public Law analysis: In Oracle Security Services Ltd v Barts Health NHS Trust and others, the High Court considered various aspects of the limitation period arising under regulation 92(2) of the Public Contracts Regulations 2015 (the PCR 2015). The judgment concerns an application by the defendants for summary disposal of Oracle's claim, which challenged the direct award of a contract by the First Defendant (the Trust). The key issue for consideration under the application was whether Oracle’s Claim had been brought within the 30-day limitation period prescribed by PCR 2015, reg 92(2). While refusing the defendants' application, the court confirmed that the date on which a claimant first gains actual or constructive knowledge of the breach is included within the 30-day limitation period under PCR 2015, reg 92(2). Written by Ruby Zahra, associate at Trowers & Hamlins LLP.