This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Party A);[ and] 2 [insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Party B)[, OR ; and] 3 [[insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Guarantor),] each of [Party A and Party B OR Party A, Party B and the Guarantor] is a party and together [Party A and Party B OR Party A, Party B and the Guarantor] are the parties. Background (A) This Agreement is supplemental to the Contract (as defined below). (B) In accordance with clause [insert variation clause reference] of the Contract, each party has agreed to amend the Contract as set out in this Agreement. (C) [Under the Guarantee (as defined below), the Guarantor agreed to guarantee certain obligations of Party B.] (D) [The Guarantor is entering into this Agreement as confirmation

This Practice Note explains the law and practicalities relating to bills of lading and sea waybills in the context of an arrangement for the carriage of goods by sea. It explains the differences between bearer bills, order bills and seaway bills, and explains the functions of the bill of lading as a receipt, document of title and contractual document. The Practice Note also explains who the parties to the contract of carriage are and their interplay with third parties, and how a transfer of rights under the documentation may be achieved. A bill of lading: • is produced by or for a carrier of goods by sea to the person with whom the contract of carriage is entered • contains or evidences the contract of carriage and its terms • provides evidence of the receipt of the goods • is a document of title Types of bills Bearer bills and order bills There

Construction analysis: The case concerned the Court of Session’s interpretation of a provision of a settlement agreement relating to a construction dispute, where the meanings contended for by both parties were considered comprehensible and where neither interpretation was more obviously consistent with business common sense than the other. The commercial background and other provisions in the settlement agreement did not assist in interpretation and the court’s interpretation turned purely on the specific wording within the provision. The court noted that words included must be accorded some meaning by a reasonable reader. The court held that on the proper construction of relevant provision, that provision necessarily came into operation if and only if the defender or the Project Manager issued instructions. Since it was common ground that no such instructions were ever issued, the pursuer’s fell to be regarded as irrelevant.

[Law firm’s letterhead] [Addressed to client] Ireland—Client letter explaining the tax covenant and tax warranties This Precedent can be used by a tax lawyer to accompany the first draft of the tax covenant and tax warranties when they are sent to the client. The letter provides a brief explanation of the purpose of the tax covenant and the tax warranties, outlines certain key provisions included in the tax covenant, as well as a list of specific questions to obtain instructions from the client. The letter is drafted neutrally and can be tailored to suit being sent to the buyer or the seller. Generally, the position articulated in the letter reflects market standard and is reasonably balanced. This letter could be sent by post or as an attachment to an email. Although most tax covenants are fairly standard, this Precedent will need to be amended to suit the specific circumstances of the particular transaction in question since the letter must accurately reflect: • the provisions actually included in the draft tax covenant and warranties, and

STOP PRESS: As of 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) are in force. Procurements begun on or after this date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This content relates to the Procurement Act 2023 regime This practical guidance is about public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on light touch contracts under the previous legislation, see Practice Note: Considerations when authorities procure contracts that are not subject to the full procurement regime. Overview of the light touch public procurement regime Light touch contracts (LTCs) are defined under PA 2023 as contracts wholly or mainly for the supply of specific services, as specified in

Consultants carrying out the role of certifier Consultants such as employers’ agents, contract administrators, project managers and architects are often required to act as certifier under a building contract. For example, under several of the JCT forms of contract, including the Standard Building Contract and Intermediate Building Contract, the architect/contract administrator is responsible for making a number of decisions, including issuing the practical completion certificate and certificate of making good (see also Practice Note:Administration of construction contracts). Under the JCT Design and Build Contract 2011/2016/2024, the employer’s agent takes on this role. Under the NEC3/NEC4 contracts the project manager has the role of certifier, and there are equivalent roles under other standard form building contracts (see for example Practice Note: FIDIC contracts 2017—the role of the Engineer). Acting in the role of certifier requires the consultant to act in a decision making capacity, and the role carries with it duties to act fairly and impartially as between the employer and contractor. Consultants do not usually have such duties when they are acting solely on behalf of one party. What

This Practice Note sets out the key points for consideration when drafting and negotiating a construction contract for projects to which the Procurement Act 2023 (PA 2023) applies. It gives guidance on where amendment to a standard form construction contract may be necessary or advisable to implement, or assist in compliance with, a party’s obligations under PA 2023. The principal part of PA 2023 for construction contract provisions is Part 4 (Management of Public Contracts), though other provisions may also be relevant. PA 2023 came into force on 24 February 2025. Its provisions cover the award, entry into and management of a public contract (as defined under PA 2023, s 3). This Practice Note also refers, where relevant, to the Procurement Regulations 2024 (PR 2024) which came into force on 24 February 2025 (except regulation 48). PR 2024 replace the previous collection of regulations and implement the new public procurement regime established by PA 2023. For a more detailed construction law overview of PA 2023, see Practice Note: Key Implications of the Procurement Act 2023

There are two key features of deeds that distinguish them from simple contracts: • deeds are enforceable irrespective of the lack of consideration (in contrast with simple contracts, which are formed pursuant to the contract law principle that requires valuable consideration to be given for the promises being made), and • the limitation period for claims made in connection with deeds is 12 years (compared

Introduction This Q&A considers the decision in Paragon v FK Facades where the TCC held, in the first direct authority on the point, that an assignee (Paragon) was entitled to adjudicate under a construction contract. See CaseAnalysis: High Court confirms assignee’s right to adjudicate under JCT Contract and Scheme for Construction Contracts (Paragon Group Ltd v FK Facades). The judge, HHJ Stephen Davies, was clear in his view that the point was finely balanced. This Q&A asks what tipped that balance in favour of Paragon and why the TCC rejected the defendant contractor’s arguments that Paragon, as an assignee, had no right, to refer its claim against FK to adjudication. Background The dispute arose from a contract for remedial works to the roof of a commercial property in Greater Manchester. The contract was an amended JCT Minor Works Building Contract 2016 made between FK and Office Depot International (UK) Ltd (Employer). After an assignment by the Employer to OT Group Ltd (OTG),

This Q &A has assumed that: • there is a simple hire of goods • there is a contract in place for the hire of goods • there are no relevant loan, financing or other credit arrangements • there are no sector-specific considerations available We do not have a specific Practice Note concerning the issue of security deposits for the hire of goods, but you may wish to consider the following issues while carrying out your research of the law in this area: Terms of the contract The contract may detail express terms concerning how any security deposit should be paid, the terms on which it is held and the treatment of that deposit. The parties should adhere to any agreed express terms. Where the contract is silent on the treatment of the security deposit in the relevant circumstances, the point to consider is whether

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Hard FM Facilities management (FM) contracting is essentially a commercial services contract arrangement, and Hard FM covers services relating to the maintenance and fabric of a building such as landscaping, repairs and mechanical and electrical services. This is contrasted with Soft FM which relates to support services within a building such as cleaning, security and helpdesking. See subtopic: Facilities management for construction lawyers. Head contract This term is used to describe the contract between a contractor and an employer for the entirety of the works, when some of the works are being sub-contracted out by the contractor. It is commonly referred to as the head or main contract, which distinguishes it from the sub-contracts. Head

Most estate administrations take some time to complete. In the course of the administration the personal representatives (PRs) will engage in a number of duties that could bring them into conflict situations. Therefore, it is important for PRs to understand the extent of their liabilities to third parties and indeed, to the beneficiaries of the deceased's Will or those entitled on intestacy. Liability to third parties In contract PRs will usually be personally liable on contracts entered into in their own names. The usual position is that this liability cannot be limited to the extent of the estate assets in their names. In essence, they will be liable in their own names for goods and work, and any judgment will be against their own assets. They may be able to claim back an indemnity from the estate but they are the first port of call in any action. As an important aside, special rules apply in respect of an executor de son tort, who is liable to be sued but for no more than has come into