The Singapore Chamber of Maritime Arbitration model arbitration clauses are as follows. 'This Contract shall be governed by and construed in accordance with Singapore*/ English* law. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of

This Checklist sets out the key issues to consider when drafting and negotiating a limitation of liability clause in a business-to-business (B2B) contract. It provides practical guidance for negotiating and drafting limitation of liability clauses (also known as limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses) in a commercial contract and considers the implications of common law and statutory controls, including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). It considers: • general drafting points for limitation of liability clauses • key issues to consider • party specific considerations • drafting financial caps • summary of the key common law and statutory controls, and • other ways to limit or exclude liability For a precedent limitation of liability clause together with detailed drafting notes, see Precedent: Limitation of liability clause. For information on exclusion and limitation of liability generally, see Practice Note: Exclusion and limitation of liability. For a ‘how to’ guide on reviewing an exclusion and limitation of liability clause in commercial business-to-business

This Practice Note examines some key issues in the construction arrangements of electricity interconnector projects carried out in the UK. Electricity interconnectors are large transmission cables that transmit electricity from one country to another. An interconnector project will include the manufacture and installation of the cable itself (normally high voltage direct current (HVDC)) and the construction and fit out of an electricity substation (known as a converter station) at either end, which converts electricity between Alternating Current (AC) and Direct Current (DC). AC is used in each country’s transmission system, while DC is used for sending electricity along the high voltage subsea cables. For an introduction to electricity interconnectors, and how and where they operate in the UK, see Practice Note: Great Britain electricity interconnectors. Electricity interconnector projects usually require a contractual structure comprising either one ‘wrapped’ construction contract or two separate construction contracts (see section ‘Form of contract used on electricity interconnector projects’) to: • manufacture and install a cable which will carry the electricity between the countries or territories, and • construct the converter stations at either end of the interconnector

This Practice Note considers the meaning, interpretation and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent and drafting issues. What are conditions precedent? A condition precedent in a commercial contract details an event which must take place before: • a contract, or • a party’s obligation(s) under a contract comes into force. The contract, or the relevant obligation, does not become binding until the condition has been satisfied. The leading case on the principles of interpretation in the context of a condition precedent has been identified as Bremer Handelsgesellscheft Schaft mbH v Vanden Avenne Izegem PVBA [1978] 2 Lloyd’s Rep 109 (not reported by LexisNexis®) where Lord Wilberforce said: ‘Whether this clause is a condition precedent or a contractual term of some other character must depend on (i) the form of the clause itself, (ii) the relation of the clause to the contract as a whole, (iii) general considerations of law.’ The Court of Appeal has recognised that when determining whether a clause is a condition precedent, it is not

The regulation of consumer credit The regulation of consumer credit now sits with the Financial Conduct Authority (FCA). In consequence parts of the Consumer Credit Act 1974 (CCA 1974) were repealed from 1 April 2014 with regulated activities coming under the Financial Services and Markets Act 2000 (FSMA 2000) and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544) (RAO 2001). Pre-contract information Information about pre-contract information requirements can be found in Practice Notes: Consumer credit agreements—pre-contract requirements and . The requirements contained in the FCA’s Consumer Credit Sourcebook

Aircraft are high value assets, prone to damage and capable of causing destruction. Appropriate insurance coverage is a vital concern for financiers and the contents of the policies and their legal effect is an area where more attention is required than may be the case in other types of asset finance. This Practice Note considers insurances in a situation where an aircraft owner, as lessor, is leasing an aircraft to an airline as lessee. Where an aircraft has been financed by a bank or other lender, the issues identified as relevant to a lessor in this Practice Note will also be relevant to the aircraft financier. This is because in many aircraft finance structures, the financier will typically take security over the rights of the lessor against the lessee under the lease. The nature of insurance contracts A contract of insurance is a contract of indemnity for loss arising as a consequence of a specified peril (eg the loss caused by the damage or destruction of the insured asset). The contract is constituted

General During the lifetime of an agreement (and sometimes afterwards) one or more of the parties may wish to inform third parties about certain matters regarding the existence of the agreement, its subject matter, or events arising from the operation of the agreement. The type of information envisaged is that which is contained in public announcements or press releases made by one or more of the parties (eg to inform investors, potential investors, the press, potential customers or regulatory authorities). This type of announcement is usually distinct from information which results from the operation of the agreement (eg in a consultancy agreement, the consultant may make regular reports of the work it carries out and provide the information to its client or sometimes third-parties). However, the parties will not normally wish to allow each other to freely release information to third parties and will insert a clause in the agreement which forbids all or some of the parties from releasing certain (or all) information. The general aim of an announcements clause is to control the form of public

Construction analysis: This case considered the law of prescription—specifically when the prescriptive period ought to begin in a case of latent defects. A tenant of a hotel property in Aberdeen was notified of defective cladding on their building after investigations made in the wake of the Grenfell Tower fire. The court examined when the pursuer could reasonably have known that they had suffered loss, and how collateral warranties granted by defenders in favour of the pursuer might have had the effect of inducing the pursuer to refrain from recognising their loss or seeking to remedy it. The court held: in order to be aware of the defects, Leonardo would need to know (actually or constructively) the objective facts of their loss. The objective facts, were that (i) Leonardo was entering a lease in which they had repairing responsibilities; (ii) the property was defective. Only (i) applied; the collateral warranties granted by the defenders contained statements inducing Leonardo to believe that the property was free of defects. Leonardo was entitled to rely on the undertakings made in the warranties in relation to the work they had already done and were yet to do to. Written by Louise Shiels, head of Dispute Resolution & Risk at Brodies LLP.

Construction analysis: Prescription is a highly complex area of Scots law and recent cases illustrate the challenges that it may present in construction claims. In this article, Mark Boni, advocate at Ampersand Advocates, gives an overview of the law prescription as it applies to construction disputes, drawing from recent case law, and highlights relevant changes made by the Prescription (Scotland) Act 2018.

Construction analysis: The Inner House of the Court of Session overturned a ruling on a preliminary issue of prescription/limitation on appeal. The outcome was to deprive the Contractor of any remedy against Arup in the proceedings and leaving it to meet the cost overrun claimed to be some £5,951,533. Sections 6(4) and 11(3) of the Prescription and Limitation (Scotland) Act were considered and applied in a global or straightforward way whereas efforts to identify specific and distinct (and thus later) dates for time to start running was deprecated ‘no salami slicing’. Written by James Davison, barrister at 3PB Barristers.

ARCHIVED: This Precedent has been archived and is not maintained. [Stop press: The NEC4 suite of contracts was published in June 2017. See Precedent: Form of Agreement—NEC4 ECC] Agreement in relation to [insert brief details of the works/project] at [insert address of works] (Incorporating (inter alia) the NEC3 Engineering and Construction Contract 2013 modified and supplemented in the manner indicated in this Agreement and the Schedules hereto) This Agreement is made on the [insert number] day of [insert month] 20[insert year] Parties 1 [insert name of the Employer] (company registration number [insert number]) whose registered office is situated at [insert address of the Employer] (‘the

An employee engaged on a fixed-term contract of employment has various rights and protections that derive from the Fixed-term Work Framework Directive 1999/70/EC, which was implemented in the UK law by the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (FTE Regulations 2002), SI 2002/2034: • the employee is entitled to be treated no less favourably than a comparable permanent employee. Hence it is unlawful for an employer to provide fixed-term employees with fewer or lesser benefits and/or lower remuneration than permanent employees • in certain circumstances, the employee can insist that the fixed-term contract is converted into a permanent one (the duration of which is no longer restricted) • the employee is protected against being subjected to detriment or dismissal arising out of exercise of rights under the regulations EU-derived laws such as FTE Regulations 2002 that were made to implement UK obligations under EU law (such as the obligation to implement a Directive) are preserved in the UK’s domestic legal framework as assimilated law. For further information, see Practice Note: Assimilated law. This Practice