Scope of this Practice Note There is no civil cause of action per se of ‘illegality’. However, issues of illegality can arise in the context of a civil dispute, most commonly by way of a defence raised in response to a claim. For example: • a claim for breach of contract may be met with a defence that formation or performance of the contract is or would be illegal • similarly a claim for restitution may likewise be met with a defence based on the alleged illegality of the underlying transaction At common law, an early starting point is the maxim ‘ex turpi causa non oritur action’: no cause of action arises from illegal or flagrantly immoral acts, ie if the claimant’s conduct itself is in some way illegal or immoral, as considered by Lord Mansfield in Holman v Johnson: ‘If, from the plaintiff's own stating or otherwise, the cause of action appears to arise ex turpi causa, or the transgression of a positive law of this country, there the court says he has no right to

The standard form JCT 2011 contracts contain a number of events, called 'Relevant Events', that may entitle the contractor to an extension of time in which to complete the works (to avoid completing its works after the contractual completion date and becoming liable to pay the employer liquidated damages). See Practice Note: Extensions of time under construction contracts. One of these Relevant Events is 'exceptionally adverse weather conditions', see for example clause 2.29.9 in the JCT Standard Building Contract With Quantities 2011 or clause 2.26.8 in the JCT Design and Build Contract 2011. FIDIC 1999 contracts also contain a similar provision in the event of delay for 'exceptionally adverse climatic conditions' (eg clause 8.4(c) in the Red Book). There is, however, no definition in either of these as to what will constitute exceptionally adverse weather—so what sort of weather conditions would qualify? There is no easy answer as to what constitutes exceptionally adverse weather. In some circumstances it may be obvious, for example, a contractor whose works are delayed because the site of the

This Practice Note considers some of the key terms and conditions found in business-to-business (B2B) commercial contracts. It sets out the general drafting considerations and considers some of the key operative provisions, such as term, primary obligations, warranties, price and payment, confidentiality, intellectual property rights, data protection, liability and limitation of liability, indemnities, termination, and consequences of termination. For links to more detailed commentary on commercial contracts, generally, see: • Commercial clauses—overview • Definitions—overview • Boilerplate clauses—overview and Practice Note: The role of boilerplate See also: Commercial contract drafting and review—checklist and Commercial contract review and execution (business personnel)—checklist. For more specific guidance when considering the supply of services, see also Practice Note: Negotiation guide—services agreements. Initial considerations Structure and form The initial consideration for any contract must be what form it will take, and that decision will largely be informed by what the contract is seeking to achieve and in what environment it is expected to be entered into. For example, simple contracts are capable of being entered into orally, in writing or

This Q&A assumes that the description of the proposed platform is accurately and fully described in the question. Authorisation is required under the Financial Services and Markets Act 2000 (FSMA 2000) for any specified activity carried on by way of business. Activities are specified insofar as they are defined by the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO 2001), SI 2001/544 and not otherwise ‘excluded’.

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the judgment of 14 January 2021; it is no longer maintained. See further, timeline and related/relevant cases. Case facts Outline Case C- 450/19 Kilpailu- ja kuluttajavirasto—a national reference from Finland seeking clarification as to whether, amongst other things, Article 101 TFEU can be interpreted as meaning that, in a situation where a cartel participant has entered into a contract with a player outside the cartel, the competition infringement continues throughout the whole period in which contractual obligations arising from the contract are discharged or payments for the works are made (ie the point at which the last instalment is paid for the works, or at least up until the point at which the works in question are completed). Latest developments On 14 January 2021, the Court of Justice issued its judgment in which it agreed with the opinion of Advocate General Pitruzzella that the duration of the infringement period for a breach of Article 101 TFEU, in the form of cooperation in

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Schedule of amendments A set of amendments to a standard form contract whereby the parties set out agreed amendments to the published terms. This schedule must therefore be read in conjunction with the standard form. The parties must ensure that any schedule of amendments which they negotiate and agree is properly incorporated into the contract. In the NEC3/NEC4 contracts, amendments to the standard form are referred to as Z clauses. See Practice Notes: Construction contract documents and Selection of standard form construction contracts, and our relevant Precedent schedules under the Precedents tab in subtopics: JCT contracts 2024—overview, JCT contracts 2016, JCT contracts 2011, NEC contracts and Other standard form construction contracts. Schedule of rates/prices A schedule used for tendering where exact quantities are unknown or in a lump sum contract for the pricing of variations (where it is sometimes known as a Bill of Quantities). The tenderer gives a unit price for each

An assured shorthold tenancy (AST) granted by the landlord to the tenant at the expiry of another AST of the same premises and between the same parties is a replacement tenancy. This means that the period of four months before which a section 21 notice can be served begins on the day on which the original tenancy began, and the first date on which a possession

Finance (No 2) Act 2017 enacted a number of changes to the taxation of termination payments, which will apply where an employment terminates on or after 6 April 2018. One of these changes is that the new legislation treats as earnings from employment (ie as taxable) the amount of the termination award paid to an employee that represents the basic pay the employee would have received had the notice period been worked in full. Under the new provisions: • provision is made for a 'termination award' to be split between elements taxable under ITEPA 2003, s 402B and

An agent may sign and serve a notice to quit provided they are duly authorised to do so at the time. The agent's role (and the fact that they are authorised) should be made

This Practice Note examines the concept of ‘time at large’ in relation to the completion of works under a construction contract, including what time at large means, how it occurs and what the consequences are of time becoming at large (including what constitutes a ‘reasonable time’ for completion). What does 'time at large' mean? Most construction contracts require the contractor to complete the works by a specified date (or within a specified period of time). If the contractor fails to do so, and unless the terms of the contract entitle it to claim an extension to the completion date in respect of the cause(s) of the delay, it will usually be liable to pay liquidated damages (known as LADs or LDs) to the employer. Where, due to the absence or inadequacy of the contractual provisions relating to the time for completion of the works, the employer cannot insist on the contractor completing works by a specific contractual completion date, time is said to be 'at large'. Time at large usually means that there is no enforceable

This Practice Note is for use when determining applicable law in the courts of England and Wales in respect of events giving rise to damage, where such events occurred between 11 January 2009 and 31 December 2020. For events that arose on different dates, a different applicable law regime will be applied by the UK courts. Which regime will apply, will depend on the date on which the event occurred. For guidance on the different regimes and their interrelationship, see Practice Note: Applicable law regimes. This Practice Note provides an overview of the special rules that apply to specific types of claim under Regulation (EC) 864/2007 on the law applicable to non-contractual obligations (Rome II). These cover product liability, unfair competition and acts restricting free competition, environmental damage, intellectual property (IP) rights, industrial action, unjust enrichment, negotiorum gestio—essentially agency without authority, culpa in contrahendo—fault in the formation of contract as well as insurance. For guidance on: • the tools available to assist with the interpretation of Rome II, see Practice

This Checklist includes key compliance stages for law firms engaging in outsourcing, from the point at which your firm first considers entering into an outsourcing agreement up to and including post-agreement auditing. It reflects the requirements of the SRA Standards and Regulations and should be read in conjunction with Practice Notes: • Outsourcing and offshoring—law firms • Outsourcing—systems and controls for law firms • Outsourcing for law firms: compliance lifecycle Type of outsourcing Requirement Compulsory or recommended Comments (if any) ☐ Identify whether you outsource any reserved legal activitiesSee Practice Note: Outsourcing and offshoring—law firms—Different categories of outsourcing Compulsory You must not outsource the provision of reserved legal activity services to a provider that is not authorised by the SRA (or another regulator) to provide reserved legal services (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ If yes, confirm your outsourcing supplier is authorised to conduct reserved legal activities As