Please read the following important terms and conditions before you buy anything from us and check that they contain everything you want and nothing that you are not willing to agree to. Summary of some of your key rights: The Consumer Rights Act 2015 says: • you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it; • if a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable; • if a time hasn’t been agreed upfront, it must be carried out within a reasonable time. This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133. The information in this summary box summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully. This contract sets out: • your legal rights and responsibilities; • our legal rights and responsibilities; and • certain key information required by law. This contract applies where

Banking & Finance analysis: This analysis discusses the case of Standard Chartered plc v Guaranty Nominees Ltd, in which the court implied a term into a contract that a ‘reasonable alternative rate’ applied following the cessation of USD London Interbank Offered Rate (LIBOR).

Commercial analysis: In RMK Maritime (Europe) Ltd and another company v CMB.Tech NV (previously known as Euronav NV), the Commercial Court dismissed a quantum meruit claim for nearly US$11.7m brought by RMK seeking payment for alleged extra-contractual services. Mr Justice Henshaw held that: (1) The services fell within the scope of the parties’ advisory agreement, and (2) In any event, unjust enrichment could not be used to circumvent a detailed contractual framework reinforced by a no oral modification (NOM) clause and an express variation mechanism. The decision is a reaffirmation of contractual primacy in sophisticated commercial relationships. It provides important guidance on the interaction between unjust enrichment and contract, the legal effect of NOM clauses, and the risks of broadly drafted advisory scopes. For commercial practitioners, the case underscores a simple point: if additional services are to be paid for, they must be agreed and documented at the time. This article is written by Zara Yusuf, barrister at Three Stone.

This document contains searchable quick links to PDF copies of the JCT 2011 standard form contracts. For our full selection of materials on the JCT 2011 contracts, see subtopic: JCT contracts 2011. See also: • JCT contracts 2016—reference copies • JCT contracts 2005—reference copies • JCT contracts 1998—reference copies • FIDIC contracts—reference copies • CIOB contracts—reference copies Design and Build • JCT Design and Build Contract (DB) 2011 • JCT Design and Build Contract Guide (DB/G) 2011 • JCT Design and Build Sub-Contract Agreement (DBSub/A) 2011 • JCT Design and Build Sub-Contract Conditions (DBSub/C) 2011 • JCT Design and Build Sub-Contract Guide (DBSub/G) 2011 • JCT Design and Build Contract 2011 Amendment • JCT Design and Build Sub-Contract 2011 (DBSub/A and DBSub/C) Amendment Standard • JCT Standard Building Contract With Quantities (SBC/Q) 2011 • JCT Standard Building Contract Without Quantities (SBC/XQ) 2011 • JCT Standard Building Contract With Approximate Quantities (SBC/AQ) 2011 • JCT Standard Building Contract Guide (SBC/G) 2011 • JCT Standard Building Sub-Contract Agreement (SBCSub/A) 2011 • JCT Standard Building Sub-Contract Conditions (SBCSub/C) 2011 • JCT Standard Building Sub-Contract with sub-contractor’s design Agreement (SBCSub/D/A) 2011

This Practice Note explains the rights and duties of an agent and a principal towards each other, including those implied by law and those set out in the agency agreement. It considers the status of the appointment of an agent and the fiduciary duties owed by an agent to its principal. It also considers the remedies for breach of duty including claims for damages and claims for account. General In business matters, the rights and duties of principal and agent are normally set out in a written agency agreement. Additional rights and duties may be implied by law if not contained within the agency agreement. In particular, the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 impose specific provisions in respect of commercial agents, which in most cases cannot be excluded by contract. Where commercial agents are concerned see Practice Notes: Commercial agency, Relationship of commercial agent and principal and Termination of commercial agency. An agency relationship is one of trust. The agent thus owes the principal fiduciary as well as contractual duties (established in

This Practice Note considers applicable law clauses also known as governing law clauses, proper law clauses or choice of law clauses. It considers the rationale for agreeing an applicable law clause, as well as factors to take into account. It also provides an insight into situations in which parties may change the applicable law clause in their contract as well as whether floating applicable law clauses and stabilisation clauses (specific types of clauses) are valid. For an introduction to applicable law, see Practice Note: Applicable law—a guide for dispute resolution practitioners. Contracts may provide for a combined jurisdiction and applicable law clause. For guidance on jurisdiction clauses, see Practice Note: Jurisdiction agreements—introduction. What is an applicable law clause? An applicable law clause records the parties agreement, made during contract negotiations, as to which country’s laws are to be applied by the courts if a dispute arises between the parties to the contract and the proceedings are commenced requiring the courts to make a determination. The applicable law clause should provide for a national system of law to be applied

Solicitors must consider the mental capacity of their clients in everything they do. The consideration of such capacity will occur where: • there is a question as to whether a person lacks the ability to make a decision, which can range from getting married to accepting or refusing medical treatment to making a Will • capacity may have an effect on a transaction to be undertaken and on third parties involved directly or indirectly • there is a need to consider the involvement of third parties in the decision-making process Everyone is entitled to make a decision whether or not that decision may be considered wrong or eccentric by others. For the most part there is no necessity to interfere in that decision-making process. However, while respecting the autonomy of a person to make decisions, English law has always recognised that there are individuals who lack the mental capacity to be held accountable for their decisions. Historically, the law relating to capacity was to be found in a number of case law sources and in

Main concept It is often clear who owns an invention, but disputes as to ownership most commonly arise in situations where employees make inventions, or where two or more people or organisations collaborate to make an invention. In the UK, the Patents Act 1977 (PA 1977) makes moderately detailed provision for how to determine who owns an invention. Check the register of patents Disputes might arise about invention ownership before or after a patent exists. If there is a patent, the register of patents in any country will state who is the registered owner of the patent in question. In the UK, GB patents can be searched on the UK Intellectual Property Office website. For European patents and those in many other countries, the epoline or espacenet databases can be searched online. The registered owner should be the correct owner, but this is not always the case, either because of a mistake or a misconception about ownership. Is there a contract? If there is doubt about who owns a particular invention, look at any contracts

Insurance & Reinsurance analysis: The Court of Appeal provided helpful guidance on when parties will be taken to have agreed a forum selection clause, and on the more general approach to determining whether one contract has been superseded by a later contract. In this case, the parties agreed one binding reinsurance contract using an industry form and then, eight days later, appeared to agree a contract (for the same underlying risk and duration) on a different industry contract. The question for the court was whether this second contract was simply an administrative document which did not alter the already existing contract, or if it superseded the existing contract. The court also provided helpful obiter commentary on when an anti-arbitration injunction will be appropriate in the context of parallel arbitration and English Court proceedings. Written by Jonathan Schaffer-Goddard, barrister at 4 Pump Court and Attorney at Holwell Shuster & Goldberg LLP.

Strictly private and confidential To: [Insert name of Customer party] (a company registered in [England and Wales], with company registration number [insert] whose registered office is at [insert address]) (you). [Insert customer address] Date: [insert date] Subject to contract (EXCEPT AS EXPRESSLy STATED) Dear [insert name] Letter of intent regarding proposed outsourcing agreement Further to the discussions between you and [insert name of Supplier party] (the Supplier) on [insert date(s)] and subject to contract (except as expressly stated), this Letter of Intent (LOI) sets out the main commercial terms which have been provisionally agreed between our organisations (collectively, us or we) on the proposed agreement relating to the provision of [insert description] outsourced services (the Services) (the Proposed Agreement). We each agree that: 1 Duration and status 1.1 We intend to negotiate and (subject to the written agreement by each of us in our sole discretion) execute the Proposed Agreement no later than [90] days from the date on which the last of us signs this LOI. 1.2 This LOI (unless extended by both of us in writing prior to its expiry) shall automatically terminate on the earlier

General This Precedent and its accompanying drafting notes are for use where your client is seeking payment of a straightforward contractual debt and interest in respect of a debt claim. A debt arises where party A (the debtor) is under a contractual obligation to pay an agreed sum to another, party B (the creditor). The classic example is a simple contractual debt arising under a contract for the sale of goods where, for example, the debtor agrees to pay the creditor €50 upon delivery of goods on a certain date. Once delivery takes place in accordance with the agreement, the sum of €50 becomes due and this sum is a debt payable by the debtor to the creditor. Depending on the court in which the matter may proceed, you may also need to refer to additional provisions and wish to adapt this Precedent accordingly. See: • Ireland—Starting and responding to an action—overview • Practice Note: Ireland—Commercial Court—Rules and Procedures You may additionally wish to be aware of other procedures which may be available for recovery of the debt due, for example, serving

A clawback or overage agreement is a provision that allows a party when disposing of land to benefit from any future uplift in the value of that land, for example if planning permission is granted or if development is carried out. It is also commonly included in circumstances in which a developer wishes to develop land and sell off parts of the development (such as houses) so that payment