ARCHIVED: This Practice Note has been archived and is not maintained.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—applicable law chosen by the parties. This Practice Note explains the scope of the applicable/governing law under the Rome Convention. How parties can chose the applicable law is discussed including explanations as to whether it needs to be in writing, be the law of a country/convention state and splitting of the applicable law. The mandatory rules (domestic/foreign/international)

Breach of contract The employment tribunal has no mechanism of its own for making respondents comply with monetary or non-monetary awards (or with monetary or non-monetary terms of an Acas-conciliated COT3). For further information, see Practice Note: Enforcement of employment tribunal awards and Acas COT3 settlements. If the former employer was in breach of the COT3 agreement, the individual may have a remedy in damages for breach of contract. If successful, the individual would be entitled to damages to place them in the same position, so far as money can do it, as if the contract in question been properly performed. Damages will be awarded only when loss was caused by the breach, and a claimant cannot recover damages in respect of a

This Practice Note examines what is meant by gross misconduct in the context of wrongful dismissal, ie conduct that amounts to a repudiatory breach of contract justifying summary dismissal. It examines fundamental breach of contract, conduct which is incompatible with the duty of fidelity and/or the duty of trust and confidence, serious misconduct, gross negligence, and disciplinary rules. It also covers gross misconduct for unfair dismissal purposes. Gross misconduct is behaviour by an employee which is so bad that the employer cannot be expected to employ the employee any longer, ie it so undermines the trust and confidence that is inherent in the particular contract of employment that the employer should no longer be required to retain the employee in its employment. It must be a fundamental breach—a breach going to the heart of the contract. The misconduct must be gross (ie extreme, or abnormal) and culpable (blameworthy). It will be conduct which is incompatible with the employee's duties of fidelity, trust and confidence. This could be an act of dishonesty or an action intended to damage the employer's

This Checklist sets out the information required to be included in a notice to be sent to the UK central digital platform to comply the transparency requirements mandated by the Health Care Services (Provider Selection Regime) Regulations 2023 (PSR Regs 2023), SI 2023/1348, reg 9(11)(a) and Sch 4 following a direct award of a health care contract

THIS PRACTICE NOTE APPLIES TO SCHEMES THAT WERE CONTRACTED-OUT SALARY-RELATED (COSR) SCHEMES BEFORE 6 APRIL 2016 This Practice Note covers the requirements that an employer wishing to contract-out on a salary-related basis (also known as DB contracting-out) had to comply with in order to obtain a contracting-out certificate before the abolition of DB contracting-out on 6 April 2016. For more information on the abolition of DB contracting-out, see Practice Note: Abolition of DB contracting-out—an introduction [Archived]. Types of contracting-out certificates Most contracting-out certificates were issued in respect of a single employer (individual contracting-out certificates). However, where the scheme was a multi-employer scheme, a contracting-out certificate could in certain circumstances be issued in relation to more than one employer. Such certificates were known as 'holding company contracting-out certificates'. A holding company contracting-out certificate could be issued even if the holding company was not itself contracted-out. It was sufficient that: • the scheme was a multi-employer scheme • the employers in the scheme were either: ◦ associated by a common interest, ie they

This flowchart sets out the process for claims by the Contractor or Employer under clause 20.2 of the FIDIC Silver Book 2017, which applies to: • claims by the Employer for: ◦ additional payment or a reduction in the Contract Price, and/or ◦ an extension of the Defects Notification Period • claims by the Contractor for: ◦ additional payment, and/or ◦ an extension

This Practice Note explains the nature of waiver and release in the context of commercial contracts, the distinction between the two and the clauses which deal with waiver (also known as a ‘no-waiver’ clause) and release. The waiver clause is generally recognised as one of the boilerplate clauses of an agreement and its purpose is to prevent inadvertent waiver of legal rights from being effective, including the right to terminate following a breach of contract. What does ‘waiver’ mean? In the law of contract, the term ‘waiver’ may have different meanings but is most commonly used to denote the granting of a concession by one party to a contract, whereby it does not insist on the precise performance by the other party of a duty under the contract, whether before or after any breach of the term being waived. For further details of other possible meanings, see: Waiver: Halsbury’s Laws of England [251]. Types of waiver Waiver may be express or implied from conduct. In either case it must amount to an unambiguous representation arising as the result

This Practice Note examines a purchaser’s causes of action and remedies where the credit in a supplier-purchaser agreement is financed by a third party. The Consumer Credit Act 1974 (CCA 1974) provides that in certain instances where there is a connection between the supplier of goods and services and the creditor, the borrower will be able to seek a remedy against the creditor under CCA 1974, s 75 where the supplier has made a misrepresentation or is in breach of contract. This Practice Note outlines the main requirements of section 75 and the circumstances in which it might be applied when purchasing goods or services with a credit card. Overview Under a contract for the sale or supply of goods or services as between a supplier and purchaser, the purchaser’s causes of action and remedies are well known. However, what is the position where the transaction is financed by a third-party creditor? In certain debtor-creditor-supplier (or DCS) relationships, a consumer who has a claim against a supplier may have a 'like

In this Q&A we refer to the concepts of negligence and gross negligence within a business-to-business contract, and not, gross negligence in relation to the crime of corporate manslaughter. Negligence vs gross negligence There is no English law concept of gross negligence (other than in criminal law) and so the courts will seek to give meaning to the term based on the terms of the contract in which it is used. In Camerata Property v Credit Suisse Securities (Europe) Limited, Justice Andrew Smith held: '…the relevant question is not whether generally gross negligence is a familiar concept in English civil law, but the meaning of the expression in [the contract]. I accept that the distinction between gross negligence and mere negligence is one of degree and not of kind as such, it is not easy to define or even to describe with any precision'. However, as Mance J recognised in Red Sea Tankers Ltd v Papachristidis (The 'Ardent') [1997] 2 Lloyd's Rep 547, 586 (not reported by LexisNexis®),

Due diligence of construction documents is generally only relevant either for properties built within 12 years of the date of purchase or, for older properties, where construction works have been carried out during the previous 12-year period, although this period should be treated as a practical minimum only, as extended limitation periods for certain building safety-related claims may justify a wider review for property which is for, or includes, residential use. See Practice Note: The construction due diligence process. This Checklist sets out a list of the key points which need to be considered following receipt of the construction documents in relation to the property. The documents should be initially reviewed and these key issues considered before raising any pre-contract enquiries with the seller. For an example of a list of pre-contract enquiries, see: Construction pre-contract enquiries—checklist. Documents • (1) Check that a full suite of construction documents in relation to the construction of the property and/or in respect of works carried out in the past 12 years, or such longer period as appropriate,

1 Contractor warranties and undertakings 1.1 The Contractor warrants that: 1.1.1 the Contractor has observed and performed and shall continue to observe and perform all the terms and obligations of the Contractor under the Building Contract; 1.1.2 in respect of the design of the Works under the Building Contract, the Contractor has exercised and shall continue to exercise the reasonable skill and care to be expected of a properly qualified and competent architect or other appropriate professional designer experienced in projects of similar scope, type, size, nature and complexity as the Works. 1.2 The Contractor's duties under this Memorandum shall be no greater and of no longer duration than the duties which it owes to the Employer under the Building Contract and the Contractor shall be entitled in any action or proceedings to rely on any limitation in the Building Contract and to raise the equivalent rights in defence of liability as it would have against the Employer had the Beneficiary been named as joint employer under the Building Contract. 2 Deleterious materials The Contractor further warrants that it has not used or specified

This Deed of novation is made on the [insert day] day of [insert month] 20[year] Parties 1 [insert name of Employer] (Company Registration No. [insert Employer’s company registration number]) whose registered office is situated at [insert Employer’s registered office address] (the ‘Employer’) 2 [insert name of Contractor] (Company Registration No. [insert Contractor’s company registration number]) whose registered office is situated at [insert Contractor’s registered office address] (the ‘Contractor’) 3 [insert name of Consultant] (Company Registration No. [insert Consultant’s company registration number]) whose [registered OR principal] office is situated at [insert Consultant’s registered/principal office address] (the ‘Consultant’) Whereas (A) This Deed is supplemental to a design and build contract dated [insert date] and made between the Employer and the Contractor relating to the [insert description of the