EPC contracts are normally set up so that the contractor accepts much of the risk inherent in the project. The employer simply wants the project to be delivered on time and to perform according to specification, and leaves it to the contractor to work out how this should be done. The employer will usually have to pay a higher contract price as a result of this decision to pass most of the risks of the project onto the contractor. Having contracted to pay a premium price for the works, the employer will want to be sure that the project is actually completed on time and that it does perform according to the specification. The employer will want to be able to take action to ensure these things happen or to recover its losses if they do not. This Practice Note looks at the remedies the employer may have under the terms of an EPC contract. Delays to completion Under the terms of almost all EPC contracts the contractor will have a specific number of days in which

This Practice Note is originally authored by Timothy Murray, Murray, Hogue & Lannis for publication on Lexis+ US, and is published with adaptations for the UK. This Practice Note considers measures that commercial practitioners can take to help reduce the risks of disputes arising in the supply chain. It considers co-ordination within the supply chain, supplier vetting, involving legal advisors, and also considers the clauses that can be used in a supply chain contract to protect the client. The best way to resolve disputes is to ensure, to the extent possible, that they never occur. This means drafting your client's contract in a way that will: • discourage challenge in the event disputes loom • protect your client's interests in the event challenges are mounted These points are obvious, but they pose unique challenges in the context of a supply chain. The secret to resolving supply chain disputes is not found in litigation strategy after a dispute has arisen. Rather, it's found in making prudent choices when the supply chain

This Practice Note considers the use of specific boilerplate provisions in business-to-consumer (B2C) contracts, namely assignment, definitions and interpretation, dispute resolution (eg adjudication, alternative dispute resolution (ADR), arbitration), entire agreement, force majeure, governing law, jurisdiction, variation and waiver. It looks at the Competition and Markets Authority (CMA) guidance ‘Unfair contract terms: CMA37’ (CMA Guidance) in the context of these specific boilerplate provisions. This Practice Note should be used with Practice Note: Boilerplate clauses in business-to-consumer contracts—general principles, which provides information on the general principles that need to be taken into account when drafting boilerplate clauses in a B2C contract, including details on the fairness test, the ‘grey list’ of potentially unfair terms, the transparency test and the prohibited list of terms set out in the Consumer Rights Act 2015 (CRA 2015), which regulates B2C contracts, and other related consumer protection legislation. For information on exclusion and limitation of liability in B2C contracts, see Practice Note: Exclusion and limitation of liability—business-to-consumer. For our suite of template B2C contracts and drafting tips, see: Trading with consumers—overview

Arbitration analysis: In a decision given in August 2025, a division bench of the Supreme Court of India (SC) held that a valid and binding arbitration agreement existed between the parties, even though the parent contract containing the agreement had not been signed by one of the parties, on the basis that there was an implied acceptance of the contract (and therefore, the arbitration agreement contained therein) based on the parties’ performance of the contract. In holding so, the SC reversed the High Court of Delhi’s (DHC) decisions and referred the parties to arbitration under Section 45 of the Indian Arbitration and Conciliation Act, 1996 (A&C Act). Written by Juhi Gupta, Counsel and Shamik Datta, associate at Shardul Amarchand Mangaldas & Co.

Note: • this Practice Note gives specific guidance on matters proceeding in the Technology and Construction Court (TCC) under the provisions set out in CPR 60, CPR PD 60 and the TCC Guide. As these provisions are additional to the general provisions set out elsewhere in the CPR, this Practice Note should be read in conjunction with general guidance on preparing for and attending trial including that in Trial—overview which, in turn, links through to detailed guidance on specific aspects of preparing for and attending trials • shorter and flexible trials schemes—claims started on or after 1 October 2015 in the TCC may be suitable for and/or be subject to one or both of the schemes operating under CPR PD 57AB, namely the shorter trials scheme and/or the flexible trials scheme. For more information on these schemes, see Practice Notes: Business and Property Division—shorter trials scheme and Business and Property Division—flexible trials scheme • electronic working—for information on electronic working in the TCC, see Practice Note: TCC—starting a claim—High Court or County Court?—Electronic working

What is a direct agreement? Direct agreements are very common in project finance transactions. A direct agreement is an agreement which gives the lenders to the project direct rights in respect of a key project document (for the meaning of ‘project document’, see: Project documents—issues for lenders—overview). Those rights are explained in Direct agreements—key provisions below. For an example of a direct agreement, see Precedent: Form of Contractor Direct Agreement in favour of a lender (for use on infrastructure and energy projects). The relevance of project documents The project documents are the contracts which set out each party's responsibilities in relation to a project and the success or failure of most projects often depends heavily on them. For a project which is not yet built, one of the project company’s (for the meaning of ‘project company’, see Practice Note: Project finance—key project parties) most valuable assets will be its rights under the construction contract. Once the project is fully constructed, project documents with significant value tend to include the operation and maintenance contract

Construction analysis: On 17 April 2024, the Joint Contracts Tribunal (JCT) published the 2024 editions of its Design and Build Contract and Design and Build Sub-Contract Agreement and Conditions, along with associated guides. This was followed on 15 May 2024 with the publication of the 2024 editions of the Minor Works Building Contract, Minor Works Building Contract with contractor’s design, Minor Works Sub-Contract with sub-contractor’s design, Short Form of Sub-Contract and Sub-subcontract, and on 10 July 2024 with the publication of the Intermediate Building Contract with contractor’s design, Intermediate Building Contract, Intermediate Sub-Contract and Intermediate Sub-Contract with sub-contractor’s design. In this analysis, David Bebb of Fenwick Elliott LLP, Gemma Irving of Eversheds Sutherland (International) LLP and Lauren Morrison of Herbert Smith Freehills reflect and comment on the changes made and what impact the new editions will have on the construction sector.

This Checklist contains an overview of the key legal and practical matters that may require attention during a transfer of undertakings in accordance with SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (Ireland) (SI 131/2003 (IRL) (TUPE Regulations 2003 (IRL)), as amended by the Workplace Relations Act 2015 (Ireland) (WRA 2015 (IRL)). Information and consultation Both the transferor and transferee have statutory obligations in respect of information and consultation before, during and after the transfer process. The scope of statutory responsibility is determined by the date of transfer. The transferor is liable up to the date of transfer for any statutory obligations arising in respect of information and consultation regarding the transfer process and the potential impact that this may have on employees’ rights relating to their contract of employment. See further Practice Note: Ireland—TUPE—Information and consultation. The transferee will be liable from the date of transfer onwards regarding any statutory obligations relating to information and consultation. In advance of the date of transfer, the transferor is responsible for providing

What is adjudication? You have asked us to summarise what adjudication is and how the adjudication process typically runs, in light of [[your proposal to enter into a construction contract with] [insert name of the counterparty] OR [in anticipation of adjudication proceedings between] you and [insert name of the counterparty]]. Adjudication is a procedure designed to enable parties to resolve disputes relatively quickly and inexpensively. Under the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996), parties to construction contracts have the right to commence adjudication at any time. The parties refer their dispute to the adjudicator, who is an impartial decision-maker. The adjudicator is usually a construction industry professional (eg a quantity surveyor or engineer), or a lawyer with construction experience. They will consider arguments from both parties, and may also use their own initiative and experience, before making a decision on how the dispute should be resolved. The party that refers its claim to adjudication is usually called the ‘Referring Party’, and the party defending the claim is the ‘Responding Party’. The adjudicator’s

1 Tenant’s option to purchase reversion 1.1 Definitions In this clause 1, the following additional definitions apply: [Deposit • £[amount];] [Independent Surveyor • an independent chartered surveyor who has at least [10] years’ experience of valuing property of a comparable type and in a comparable location to the Property;] [Interest • interest at a rate of [4]% above the base rate of [name of bank];] Landlord’s Interest • the Landlord’s [freehold OR leasehold] reversionary interest in the Property [registered at HM Land Registry under title number[s] [number] [and [number]] ]; [Landlord’s Solicitors • [name] of [address] (reference: [details]) or any other solicitors the Landlord notifies to the Tenant [in writing];] [Minimum Price • £[amount in figures] [([amount in words] pounds)];] Option • the option to require the Landlord to transfer the Landlord’s Interest to the Tenant on payment of the Price; Option Notice • a notice in the form attached to this Lease at Appendix 3; [Option Period • the period starting on [date] and ending on [date] (both dates inclusive);] Price • [£[amount] [(subject to indexation in accordance with clause 1.7)] OR the amount agreed or determined in accordance with clause 1.8.2]. 1.2 Grant of Option 1.2.1 The Landlord grants the Option to the Tenant. For the avoidance of doubt, the benefit of the

What is an entire agreement clause? An entire agreement clause is one which asserts that the contract contains the whole agreement between the parties and no more. It aims to prevent the parties from relying on any preceding agreements, negotiations or discussions that have not been set out expressly in the written agreement. See Practice Note: Contract interpretation—entire agreement clauses. What is the status of a side letter where there is an entire agreement clause? It is likely that where there is an entire agreement clause, it would be very difficult indeed to rely on an

Public Law analysis: Daisy Mackersie, barrister at Monckton Chambers, considers the case of Joseph Gleave & Son Ltd v Secretary of State for Defence. Mr Justice Coulson sets out the principles that will be applied by the court when determining whether to order an expedited trial or a stay, and confirms that there is no presumption in favour of expedition in public procurement cases, even when the tender process is ongoing. On the facts in this case, Coulson J found that expedition was not appropriate and ordered that the matter be stayed until after the completion of the procurement—the complexity of the claim made an expedited timetable impossible and, in any event, he was not persuaded that there was sufficient urgency to outweigh the prejudice that would be caused to the defendant and the disadvantage to other court users.