This Q&A uses the following scenario: A and B enter into a contract whereby A agrees to purchase a widget from B for a price of £1,000. B provides the widget to A, but A considers that the widget contains various defects that will require £1,500 to fix and so pays nothing for the widget. Before any payment is made, B assigns the entire debt owed by A to a third party, C. C is now seeking to recover the full purchase price of £1,000, notwithstanding the existence of alleged defects. In this scenario, the underlying transfer between A and C is that C has been assigned a cause of action by B to recover the debt owed which arose under the original contract between A and B. Where a party is assigned

A variation (sometimes referred to as a change) is an alteration to the scope of work originally specified in the contract, whether by way of an addition, omission, or substitution to the works, or through a change to the manner in which the works are to be carried out. The particular nature of the construction process makes the subject of variations important. Inevitably, because the parties cannot anticipate everything which may happen or where a contract is agreed before the design or scope of works are fully finalised, frequent changes are often required. Unless a variation is instructed, a contractor is required to follow the works as originally specified—otherwise it would be in breach of contract. When the employer asks the contractor to vary the work, the variation is being made under the contract rather than to the contract itself. For guidance on changes to the terms of the contract itself, see Practice Note: Contract variation. While touched on briefly below in various parts, for a more detailed analysis of the specific variation

Agreement in relation to [insert brief details of the works/project] at [insert address of works] (Incorporating (inter alia) the NEC4 Professional Services Contract 2017 with January 2019 Amendments, October 2020 Amendments and January 2023 Amendments as 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 Client] (company registration number [insert number]) whose registered office is situated at [insert address of the Client] (‘the Client’), 2 [insert name of the Consultant] (company registration number [insert number]) whose registered office is situated at [insert address of the Consultant] (‘the Consultant’) Background (A) The Client wishes for certain works, namely [insert brief details of the works/project] as more particularly described in this contract, to be executed. (B) The Client wishes to appoint the Consultant and the Consultant has agreed to be appointed in accordance with the terms and conditions set out below to Provide the Service. Now it is agreed that: 1 Interpretation In this Agreement (including the recitals) words and expressions shall

This Practice Note considers the general principles of recovering damages for contractual breach. For guidance generally on bringing a breach of contract claim, see Practice Note: Ireland—Starting a breach of contract claim. Compensatory function of damages for breach of contract The purpose of an award of damages for a breach of contract, similar to the law of tort, is to compensate the plaintiff. This is done by putting the plaintiff in the position that they would be in had the contract been performed (see Robinson v Harman). It does not seek to punish the party in breach of the contract. In contrast, the aim of the law of tort is to put the plaintiff in the position they were in prior to the tort being committed. General principles of damages can be drawn from British Westinghouse Electric and Manufacturing Co Ltd v Underground Electric Rlys Co of London Ltd at para [689]: • damages in contract are intended to place the claimant in the same position as they would have been in if

This Practice Note considers ‘pay when paid’ clauses and ‘pay when certified’ clauses in construction contracts, and the relevant provisions of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996). Specifically, it looks at: • HGCRA 1996, s 113—which prohibits pay when paid clauses except in the case of insolvency of a third party • HGCRA 1996, ss 110(1A)–(1D)—which prohibit ‘pay when certified’ clauses and were introduced by the Local Democracy, Economic Development and Construction Act 2009 (LDEDCA 2009) Pay when paid clauses ‘Pay when paid’ clauses are clauses which make a payment under a construction contract contingent upon a payment being made by a third party under a separate contract. An example of a pay when paid clause is: Notwithstanding anything to the contrary elsewhere in this Sub-Contract if the Employer or any such person as is responsible for discharging payment to the Contractor under the Main Contract, as the case may be, is insolvent as defined in Clauses 32.2, 32.3 and 32.4, the Contractor shall not be obliged to make any

Decommissioning Relief Deed The Decommissioning Relief Deed (DRD) is a contract between the UK Government and a ‘Qualifying Company’ which operates in the oil and gas exploration and

It has been assumed this Q&A refers to the formation of a contract online by clicking an ‘I accept’ box to form a contract, in relation to a contract which is not subject to any specific industry or sector regulation. Overview A legally binding offer has the following elements: • the party making the offer ('the offeror') has the intention, objectively ascertained, that the offer is to become binding once accepted • the party to whom the offer is made ('the offeree') believes the offeror has that intention An acceptance is a final and unqualified expression of assent to the terms of an offer. This means that the following will not generally be sufficient to constitute acceptance: • mere acknowledgement of receipt of the offer • assent to an offer, which contains two alternative proposals • a request for information in relation to the terms of the offer Acceptance can take effect by words or by conduct. Conduct will only constitute acceptance if it is clear

ARCHIVED: This Practice Note has been archived and is not maintained. This practical guidance relates to the pre-Procurement Act 2023 regime This Practice Note contains guidance relevant to public procurement exercises commenced before the Procurement Act 2023 (PA 2023) came into force on 24 February 2025. In-scope procurements begun on or after this date are governed by PA 2023. Under the transitional and savings provisions for PA 2023, the previous public procurement regimes continue to apply to the extent necessary to allow contracting authorities to complete and manage procurements commenced before PA 2023 came into force. This Practice Note should be read in that context. For background reading, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Further practical guidance on PA 2023 is set out in a separate subtopic, see: Procurement Act 2023—overview. Implications of changes during the public procurement procedure—pre-PA 2023 This Practice Note provides guidance on the circumstances when a contracting authority can vary its award criteria during a procurement procedure, primarily with

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note looks at the Royal Institute of British Architects (RIBA) Standard Agreement 2010 (as revised in 2012), including the Standard Conditions of Appointment for an Architect 2010. This form of appointment was superseded by the RIBA Standard Professional Services Contract 2018 for Architectural Services—see: LNB News 30/11/2018 118 and Practice Note: RIBA Standard Professional Services Contract 2018 for Architectural Services—and subsequently the RIBA Standard Professional Services Contract 2020 for Architectural Services—see: LNB News 21/07/2020 73 and Practice Note: RIBA Standard Professional Services Contract 2020 for Architectural Services. Standard form appointments in the 2010 suite The 2010 suite of RIBA appointments comprised the following forms, all of which were revised in 2012: • Standard Agreement 2010: Architect • Standard Agreement 2010: Consultant • Concise Agreement 2010: Architect • Domestic Project Agreement 2010: Architect • Sub-Consultant Agreement 2010 The forms were not restricted for use solely by architects, as other consultants could be engaged under the Consultant and Sub-Consultant versions. For

[insert name of property] Executive summary [insert a general summary of the construction documents/highlight any key areas of concern] Building contract and related documents Save where otherwise indicated below, the Building contract, consultant’s appointments and collateral warranties are generally in line with what we would expect to see on the market, in particular containing the following: 1) a requirement to carry out the Works/provide the Services using a standard of reasonable skill and care to be expected of a qualified professional or contractor experienced in working on projects similar to the Works; 2) an obligation not to specify or use harmful or deleterious materials when carrying out the Works; 3) an obligation to provide an irrevocable and royalty-free copyright licence for use of any and all documents and materials produced by the Contractor/Consultants during the course of the Works, with such licence also being capable of being assigned or transferred to third parties without restriction; 4) a requirement to maintain professional indemnity insurance to cover its liabilities under the Building Contract/Appointments (as appropriate) at a level specified in the Building Contract/Appointment; 5) an ability

An intention to create legal relations is required There are various situations in which a court will hold that an agreement is not binding because, though supported by consideration, it was made without any intention of creating legal relations (see, eg, Blue v Ashley). Did the parties intend to create legal relations—a question of fact Whether or not the parties to a contract have the requisite contractual intention is a question of fact, to be decided by reference to the particular circumstances of each case. However, the cases recognise that, in certain situations, there is a presumption that such intention will be lacking. Proving the intention to create legal relations—express agreements In an ordinary commercial context, it is not normally necessary to prove that the parties to an express agreement in fact intended to create legal relations. Absent proof to the contrary, it will be presumed that the parties did have such intention. The onus of proving that there was no intention is on the party who asserts that no legal

The development documents are key to any real estate finance transaction involving the development of property. They deal with the nature of the development, the development team's relationships and respective responsibilities and the cost of the development. The value of any property will be significantly compromised if development works are not completed. It is in the lender's interests (as much as the borrower's interests) that the development of a property is completed on time and on budget. The lender will typically take security over the borrower's rights under the key development contracts in the form of a fixed charge. This Practice Note explains: • the key development documents that a lender will want to take security over • how to take security over the key development contracts, and • points to check when taking security over development contracts The package of development documentation Typical development documentation in development facilities are: • the building contract between the borrower and a building contractor • a parent company guarantee or bond provided