This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. It provides guidance on the common law and statutory controls affecting exclusion and limitation of liability clauses (also known as limitation of liability clauses, limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses), including the provisions of the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). It looks at what types of clauses constitute exemption clauses and the three key issues to consider when drafting such clauses or analysing them in a dispute: • incorporation • construction, and • statutory controls It also considers the court’s approach to the exclusion or limitation of liability for certain types of breach (eg fundamental breach) and types of loss (eg direct loss, indirect and consequential loss, loss of profits, loss of use and loss of data), some of the common ways in which parties exclude or limit liability (eg financial caps, time bars, excluding rights of set-off) and exemption clauses and third parties. For an overview

Construction analysis: The Contract (Third Party Rights) (Scotland) Act 2017 comes into force today. The Scottish Building Contract Committee (SBCC) has issued Amendment Sheets to its standard form construction contracts to take account of the new legislation.

A contract of agency.

This Practice Note considers the Contractor’s obligations in relation to time under the JCT 2011, 2016 and 2024 contracts. It looks at commencement of work, the obligation to proceed regularly and diligently, the Contractor’s programme, events entitling the Contractor to an extension of time (known as Relevant Events), acceleration, and the obligation to complete by the Completion Date (including liability for liquidated damages for delay). It refers to clauses in the 2011, 2016 and 2024 editions of the JCT Standard Building Contract (SBC) With Quantities and the JCT Design and Build Contract (DB) 2024, but comparable provisions are found within the other JCT contracts. The Contractor’s key obligations in relation to time (as set out in clause 2.4) are to: • proceed regularly and diligently with the Works • complete the Works (ie achieve practical completion) by the ‘Completion Date’ However, and as considered below, the ‘Completion Date’ can change during the course of the project: • if the Contractor is granted an extension of time • in the case of a Variation or acceleration, as a result

This Precedent Interview questionnaire and record will help you structure an interview to ensure you take a consistent approach with all candidates for a role in your firm. It can be adapted for different roles and personal specifications. A: General information Date of interview Candidate name Position applied for Interviewers Interview stage First interviewSecond interviewOther (please state) Interview conducted online or in person? B: Preliminary questions [Please summarise your

Dispute Resolution analysis: The High Court has considered the approach to interpreting releases under a settlement agreement, particularly where the releases related to fraud-based claims. The judge rejected any assertion of ‘sharp practice’ by those seeking to rely on the settlement agreement as precluding future claims. The releases in question had been specifically identified and did not amount to a general release where ‘sharp practice’ may require a remedy.

Dispute Resolution analysis: This unusual decision demonstrates the court’s approach to rectification claims and the admissible evidence to support them, noting the complexities and dangers of both oral and documentary evidence when deployed to establish subjective questions about what people thought, understood, or intended at a time some distance hence. It is also a worthy reminder to parties to thoroughly read and consider their draft agreements before they sign them.

This Practice Note considers the right to a written statement of terms of employment, under Terms of Employment (Information) Act 1994 (Ireland) (TE(I)A 1994 (IRL)). This Practice Note refers to ‘workers’ throughout, to mean not only workers but also ‘employees’ in the strict sense, and apprentices, unless stated otherwise. The basic right to a written statement of employment terms Where a worker begins employment with an employer, the employer must give the worker a written statement, setting out certain prescribed terms of employment. An initial written statement (referred to as the ‘Day 5 Statement’ or ‘Day 5 Statement of Terms’) containing certain core terms of employment must be given not later than five days after the beginning of an employee’s employment. Certain of the prescribed particulars may be given in instalments, not later than two months after the beginning of the employment. It is important for employer’s to note that the statement must be provided within five actual days and not five working days. The legislation allows for clerical errors or omissions provided

ARCHIVED: This Practice Note has been archived and is not maintained. This practical guidance relates to the pre-Procurement Act 2023 regime This Practice Note contains guidance relevant to public procurement exercises commenced before the Procurement Act 2023 (PA 2023) came into force on 24 February 2025. In-scope procurements begun on or after this date are governed by PA 2023. Under the transitional and savings provisions for PA 2023, the previous public procurement regimes continue to apply to the extent necessary to allow contracting authorities to complete and manage procurements commenced before PA 2023 came into force. This Practice Note should be read in that context. For background reading, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Further practical guidance on PA 2023 is set out in a separate subtopic, see: Procurement Act 2023—overview. This includes the following Practice Note: Challenging a public procurement award—time limits—PA 2023. What is the scope for challenge under PCR 2015? Under the Public Contacts Regulations 2015 (PCR 2015), SI 2015/102, a bidder may be able

This is a precedent arbitration clause for future disputes, which can be used for international and domestic arbitrations and includes optional language for ad hoc or institutional arbitration. If ad hoc arbitration is chosen, the clause includes language for both a sole arbitrator tribunal and a three arbitrator panel and alternative methods for the selection of arbitrators. The clause also includes optional language, either in the clause or in drafting notes, regarding the seat of the arbitration, the law of the arbitration agreement, the language of the proceedings, and the finality of the award. This Precedent may be referred to as an arbitration agreement for inclusion in a contract or agreement. A precedent arbitration clause may also be referred to as a template or model clause. An arbitration agreement is a contract between parties to submit future or existing disputes to arbitration. As is the case with this Precedent, the arbitration agreement usually takes the form of a clause in a substantive contract between the parties, which is, generally, separable legally from that

Professional negligence claims in Ireland are usually founded on contract and/or tort and this note will focus on the time limits within one must bring such claims. In particular, this note will cover when the clock starts and stops for limitation purposes, known exceptions to the general rules and the principles relied on by courts when deciding whether a claim is statute barred. Limitation periods The Statute of Limitations 1957 (Ireland) (SL 1957 (IRL)) is the primary piece of legislation which governs limitation periods in Ireland and provides that actions founded on tort or contract shall not be brought after the expiration of six years from the date on which the cause of action accrues. Other Acts, such as the Civil Liability Act 1961 (Ireland) (CLA 1961 (IRL)), also prescribe time limits. If the action is not commenced within the relevant limitation period, the action becomes statute barred. This does not mean that the plaintiff loses their right of action, rather it provides the defendant with a defence. A statute defence is procedural and must

This Agreement is made on [insert date] between 1 [Name of client company] a company incorporated in Ireland with Companies Registration Office number [insert company number] whose registered office is at [insert address] (Client); and 2 Parties This agreement is between the two corporate entities. The individual consultant is not a party to the agreement, in order to avoid any direct contractual relationship between the individual and the Client. The parties have an interest in ensuring that the identities of both companies are properly specified in the agreement. If the consultancy services are to be provided through a limited company, it is worth doing a company search through the Companies Registration Office (CRO) to verify the company name and also to check the details of the directors. It is important to establish the type of legal entity of the Client company. In Ireland the types of companies governed by the Companies Act 2014 (Ireland) are Private Companies Limited by Shares (LTD), Designated Activity Companies (DAC), Companies Limited by Guarantee (CLG), Public Limited Companies (PLC), and Unlimited Companies. The most