ARCHIVED: This Practice Note has been archived and is not maintained. The UK is no longer bound by the Rome Convention, as a matter of international law, having left the EU. However, the substantive rules continue to apply in some cases, ie if the contract was entered into between 1 April 1991 and 16 December 2009 and meets the criteria required under the act. Consequently, the substantive rules have been retained in the C(AL)A 1990 but they are subject to amendments set out in The Law Applicable to Contractual Obligations and Non–Contractual Obligations (Amendment etc) (EU Exit) Regulations 2019, SI 2019/834. For guidance on the current position, see Practice Note: Contracts (Applicable Law) Act 1990—application and interpretation. This Practice Note introduces the Rome (EC) Convention on the Law Applicable to Contractual Obligations 1980 (the Rome Convention). It sets out the signatories, its implementation in the UK and the reservations applied. Guidance on interpretation is provided; including consumer and employment contracts. To determine whether the applicable law regime under the convention applies, or whether some other

The jurisdiction to bring claims in the employment tribunal derives from statute (eg the unfair dismissal jurisdiction derives from the Employment Rights Act 1996 (ERA 1996)). Time limits, or limitation periods, for presenting such claims are also to be found in the relevant statute (eg the three-month time limit for bringing an unfair dismissal claim is at ERA 1996, s 111). Failure to bring a claim within the relevant time limit puts the claim outside the jurisdiction of the tribunal and the tribunal cannot hear it unless it decides that time should be extended according to the relevant principles applying to that sort of claim. Consideration should also be given to

Payment notice Reference: [insert appropriate reference to the contract and project] Date: [insert date] To: [insert recipient’s name] Payment due date: [insert the relevant due date of the payment, determined

The approach to modifications/variations of contracts (and when such amounts to a new award of a contract) changed when Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 came in to force, as the rules in relation to this area were codified in PCR 2015, SI 2015/102, reg 72. A voluntary transparency notice (also known as a voluntary ex-ante transparency notice or VEAT notice) is used in limited circumstances arising under PCR 2015, SI 2015/102 in order to resist challenge on grounds of ineffectiveness under PCR 2015, SI 2015/102, reg 99. It is important to note that a VEAT notice will only be valid if the contracting authority believes the decision being made does not fall foul of PCR 2015, SI 2015/102,

In conducting our research we have made assumptions that A owes money to B and focussed on when, in this scenario, A’s payment obligation to B is discharged and whether (i) B’s delay in cashing the cheque makes a difference and (ii) whether the timing of discharge of A’s obligation is different where A has tendered payment by way of electronic transfer of money, such as an internet instruction by A to his bank to pay the sum to B. Tender In most cases, A is freed from liability for non-performance of a contract if he makes an unconditional tender or offer of performance in accordance with the terms of his promise and B refuses to accept performance, provided that the tender is made under such circumstances that the other party has a reasonable opportunity

As with other public procurement procedures, changing the terms of the original tender in a Dynamic Purchasing System (DPS) requires a new procurement exercise, just as substantial modification to the terms of existing contract awards is not permissible without a new procurement procedure. However, in a DPS it is possible after tenderers have been admitted to the system, for contracting authorities to specify additional terms for the purposes of call-offs. Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, reg 34 governs DPS procurement. Hence, the terms of PCR 2015, SI 2015/102, reg 34 must be the starting point for answering these questions. First, PCR 2015, SI 2015/102, reg 34(2) provides that all stages of procurement under a DPS must be by electronic means. It then provides that the DPS shall be open throughout the period of its validity

This Practice Note looks at the insurance provisions in the main forms of JCT contract. It focuses on the Contractor’s liabilities and obligations to insure under the JCT Design and Build Contract (DB) 2024 and JCT Standard Building Contract (SBC) 2024. Any differences in clause numbering between the two forms are highlighted in this Practice Note, otherwise the clause numbers apply to both the DB and SBC forms. Some changes were made to the insurance provisions in the 2024 and 2016 editions against those in the 2011 editions, including changes to the professional indemnity insurance provisions in the 2024 version and in the 2016 version moving much of the text from Schedule 3 into the main conditions and the introduction of the C.1 Replacement Schedule, see Practice Note: JCT contracts 2016—what's changed? [Archived] and News Analysis: The JCT Design and Build Contract 2024—what’s changed? For details of how insurance and risks are dealt with in the NEC3/NEC4 Engineering and Construction Contract, see Practice Note: NEC contracts—insurance. For FIDIC contracts, see Practice Notes: FIDIC contracts 2017—insurance and FIDIC contracts

Contract formation Under English contract law, a contract is formed when: • a valid offer is accepted • there is valid consideration • the parties intend to create legal relations Standard T&Cs Standard T&Cs can be useful for organisations when they enter into agreements as part of day-to-day operations. Their generic, pro forma nature means that they require fewer resources to prepare than a bespoke agreement. They can be used as the basis of all contractual agreements for an organisation and can be a useful tool to ensure efficiency and consistency between agreements within an organisation. Incorporation of standard T&Cs To establish that express T&Cs have been incorporated into a contract, the party seeking to rely on them must show that it has done what is reasonably sufficient to give the other party notice of them (Thornton v Shoe Lane Parking Ltd). This will be a question of

If a worker has not been paid the national minimum wage (NMW), the worker can enforce their entitlement by way of their contract by making: • a claim for breach of contract in the High Court/County Court or in the employment tribunal, or • a claim for unlawful deduction from wages in the employment tribunal An individual who qualifies for NMW protection but does not satisfy the criteria needed to acquire the 'worker' status that would normally be required to bring a deduction from wages claim (ie the status necessary to fall within the wages protection in Part II of the Employment Rights Act 1996 (ERA 1996)) is deemed to have that worker status for the purposes of claiming a NMW underpayment through a deduction from wages claim. For further information, see Practice Note: National minimum wage—Consequences of failure to pay. The time limit that applies will therefore depend on the type of claim that the worker brings and the forum in which

Dispute Resolution analysis: Travelport and 12 others sought declarations and specific performance to the effect that Wex was contractually obliged to complete the purchase of two groups of companies engaged in the business of facilitating payments in the travel industry. The agreed price for the purchase was approximately $US 1.77bn. The court had ordered the trial of 11 preliminary issues (some of which included sub-issues) on an expedited basis because the completion date was imminent. The contract included a material adverse effects (MAE) clause. Wex sought to invoke this clause in order to avoid completion, relying on the effects of the coronavirus (COVID-19) pandemic. This analysis is concerned only with the burden of proof and with issues surrounding the proper construction of a MAE clause. Written by Charles Joseph, barrister, at Tanfield Chambers.

If a party to a property agreement fails to comply with its obligations, the other party may wish to apply for an order for specific performance. Specific performance is an equitable, discretionary remedy which, if granted, compels a party to perform a contractual obligation. This Practice Note explains when specific performance will or will not be ordered. Specific performance is ordered at the court's discretion where damages do not afford a complete remedy, or where specific performance would do ‘more perfect and complete justice’. Because of the unique nature of land, it is sometimes a preferred remedy for a buyer or tenant when a seller or landlord fails to complete. There is a general principle that a contract for the grant of an interest in land will normally be specifically enforced. Following exchange of a valid and specifically enforceable contract, the seller is generally regarded as holding the property on a qualified constructive trust for the buyer. However, the seller does not become a bare trustee, and the parties’ rights remain governed principally

This Practice Note considers the regimes covering carriage of goods by road both in the UK with no international element and also overseas where there is an element of international carriage of goods under the Convention on the Contract for the International Carriage of Goods by Road (CMR Convention). It explains the liability of the carrier and measure of damages at common law, and the interplay with widely used hauliers’ standard terms. The CMR Convention is explained, an explanation of multimodal transport is provided, and limitation of liability, jurisdiction and time bars under the CMR Convention are also discussed. The Practice Note also provides an introduction to the consignment note, liability for loss or delay in transit and the defences available to the carrier. This Practice Note will consider the regimes covering: • carriage of goods by road within the jurisdiction • international carriage of goods under the CMR Convention In