This Practice Note looks at why assignment of rights is an important issue in construction and when parties might need to assign their rights. It explains how assignment differs to novation, and sets out the steps to be taken to effect a valid assignment. It also looks at the effect of an assignment and the issues that parties should be aware of when bringing claims following assignment. It also notes the implications of the Business Contract Terms (Assignment of Receivables) Regulations 2018. When reviewing the assignment provisions in a construction contract, see: Assignment of construction documents—checklist for details of the key issues to consider. For guidance on how assignments in construction may be restricted, see Practice Note: Restrictions on the assignment of rights in construction contracts. What is an assignment? This Practice Note focuses on how assignment applies in the context of construction contracts but the law relating to assignment is of relevance across many different sectors, including banking and finance (see Practice Note: Assignments by way of security), property (see: Transfers and assignments—overview—Property),

This Practice Note considers the requirement for a harmful event to enable a court to have special jurisdiction under Article 7(2) of Regulation (EU) 1215/2012, Brussels I (recast). It then considers what may constitute the place where the harmful event occurred for specific types of claims, including economic loss, damaged or defective goods, road traffic accident claims involving insurers and assignees, intellectual property claims and representative actions. For guidance: • on the general principles that apply when dealing with tort and delict claims under the regulation, see Practice Note: Brussels I (recast)—tort and delict claims (art 7(2)) • when dealing with contract claims under the regulation, see Practice Note: Brussels I (recast)—contract claims (Art 7(1)) Authorities When considering the construction and application of the wording in Article 7(2) of Regulation (EU) 1215/2012, Brussels I (recast), authorities decided under the same provisions in either Regulation (EC) 44/2001, Brussels I or the Brussels Convention will be applicable. This is because: • the wording of Article 7(2) of Regulation (EU) 1215/2012, Brussels I (recast), is materially

A guarantee agreement is a form of contract. Under the general principles of contract law, the death of one of the parties to a contract does not discharge the contract. A contract may however, be discharged by frustration where after the formation of the contract an event occurs, which renders further performance of the contract impossible, illegal or something radically different from what was contemplated by the parties when they made the contract. The doctrine of frustration will come into play where there is a radical difference between the original contractual obligation and the performance that is possible as a result of the changed circumstance. Frustration depends on the true construction of the terms that are in the contract read in the light of the nature of the contract and the relevant surrounding circumstances when it was made. As

A contract is only binding between those individuals who are privy to that contract, and even then only if: • there is an intention that the terms agreed are legally binding • that the terms are sufficiently certain to be capable of forming a contract, and • there is some consideration for the contract When it comes to contracts that are made

Public Law analysis: This case concerns the dichotomy between protecting a bidder’s confidential information versus ensuring that the claimant has enough information to determine whether it should pursue its claim. The court held that while the preferred bidder (Bolt Operations UK Ltd (Bolt)), had legitimate commercial concerns as to the risk of highly sensitive information being leaked and/or misused, this was overridden by the legitimate interest of the claimant (Lime Technology Ltd (Lime)) in ensuring that it had access to the relevant documents to determine whether it had sufficient credibility to justify pursuing the challenge before the court. This case re-emphasises that the inclusion of a client representative in a confidentiality ring is the norm, not the exception, and in procurement challenges, needs to occur at an early stage. It also emphasises that the client representative should enter into suitable confidentiality undertaking to protect the confidential information. Written by Colin Murray, partner at DWF Law LLP and Rowan Scarth, solicitor at DWF Law LLP.

Public Law analysis: In a significant judgment in Working on Wellbeing Ltd trading as Optima Health v (1) Secretary State for Work and Pensions (2) Department for Work and Pension, the Court of Appeal allowed an appeal by Optima Health following its disqualification from a procurement by Department for Work and Pensions (DWP). In doing so, the Court clarified the circumstances in which contracting authorities may seek clarification, and when that discretion turns into an obligation to do so. Written by Kate Davies, Associate Director at Osborne Clarke.

Dispute resolution analysis: Popplewell J has concluded that a loan from Barclays to a law firm partner under a scheme of partner capital subscription loans (PCSL) between the firm and Barclays did not amount to an unfair relationship as between the individual partner and the bank for the purposes of the Consumer Credit Act 1974, ss 140A and 140B.

The general position when an agent contracts on behalf of a principal is that the principal can sue and be sued on the contract. Where the principal is not disclosed to the third party, the undisclosed principal can sue and be sued on a contract even if their existence is undisclosed, except where the terms of the contract confine the contract to the signing parties, ie the agent and the third party. In Gregor Fisken Ltd v Bernard Carl, the Court of Appeal held that where a person signs a contract with no qualification as to the capacity in which they sign, they will be a party to the contract

ARCHIVED: This Practice Note has been archived and is not maintained. Background Private finance initiatives (PFIs) have enabled local authorities to enter into contracts with the private sector for the provision of new and/or improved capital assets (infrastructure for example) and related services. Support has been provided by central government departments towards the cost of the capital element of PFI projects. December 2012 saw the closure of the PFI contracting programme and its replacement by a new approach to public private partnerships to be known as ‘PF2’. This note deals with PFI with limited reference to PF2 since housing has to date not been included within the types of projects approved under PF2. In housing PFI schemes local housing authorities (LHAs) contract with a consortium of private sector firms to design, build, improve, finance, manage and maintain the social housing stock provided under the contractual arrangements. While management of the housing becomes the responsibility of the private sector contractor, the local authority continues to own the housing and retains its tenants. Designed

This Practice Note considers the nature and scope of interim ‘springboard’ injunctions, used to prevent a wrongdoer from obtaining an unfair competitive advantage as a result of unlawful activity. It looks at the circumstances in which an employer can apply for a springboard injunction to restrain the activities of a former employee, what must be proved to obtain the injunction and how protection is achieved. It also considers how the duration and extent of the injunction may be limited. In some cases, an employer will seek an injunction to protect themselves against the activities of a former employee who, before the termination of their employment, breached a post-termination restriction (restrictive covenant) or misused the employer’s confidential information and has, as a result of that misuse, gained an unfair competitive advantage over their former employer. An interim injunction which seeks to negate any unfair competitive advantage which might be gained through misuse of an employer's confidential information, through breach of contract or the commission of a tort, is often called a 'springboard' injunction. The springboard

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note considers restitutionary claims for quantum meruit (value of services) and quantum valebat (value of goods): the applicable principles, when such types of claim might arise and the basis for assessing the value of the benefit conferred in such cases. When is quantum meruit and quantum valebat relevant? Claims in quantum meruit (value of services) and quantum valebat (value of goods) arise in diverse situations ranging from where contractual terms are silent on issues of payment to where there is no contract at all (Serck v Drake & Scull). For specific guidance on the interplay between quantum meruit/valebat claims and claims for unjust enrichment in the context of contractual relationships, see Practice Note: Unjust enrichment and contracts—failure of basis claims [Archived]. General principles—quantum meruit and quantum valebat claims Claims in quantum meruit and quantum valebat are generally considered to be a category of claims in unjust enrichment (although courts sometimes

Role of oil service agreements in a petroleum project A typical oil and gas project can be divided into four key stages: • exploration/appraisal—when a company will look for oil/gas and determine if the project is economically feasible • development—this phase commences once the project has been appraised as economically viable, and therefore the relevant infrastructure to search for and get the oil/gas out of the ground must be constructed • production—during this stage, oil/gas is produced and sold; and • abandonment—when the company proceeds to its plugging and abandoning operation, which takes place once the economics are no longer sustaining the project as a whole For more details on the typical agreements seen in the UK upstream oil and gas projects, see Practice Note: Upstream Oil and Gas Agreements on the UKCS. The exploration phase is arguably the most critical within the cycle of an upstream petroleum project, given that the oil and gas operator will determine, during the appraisal