This Agreement is [made on [date] OR delivered on [date]]. Parties 1 [Insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Outgoing Party); and 2 [insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Incoming Party); and 3 [insert name of party] [of OR a company incorporated in [Scotland] under number [insert registered number] whose registered office is at] [insert address] (Remaining Party), each of the Outgoing Party, Incoming Party and Remaining Party being a party and together the Outgoing Party, Incoming Party and Remaining Party are the parties. BACKGROUND (A) The Outgoing Party wishes to transfer, by way of novation, its rights and obligations under the Original Contract (as defined below) to the Incoming Party, in accordance with this Agreement. (B) The Outgoing Party wishes to be released and discharged from its[ future] obligations and liabilities under the Original Contract. (C) The Remaining Party agrees to release and discharge the Outgoing Party from

This Practice Note is concerned with challenges to funding arrangements associated with retainers and considers: • what is a funding arrangement? • why would you challenge a funding arrangement? • how to challenge a retainer-based funding arrangement For more information on challenging contracts generally, see: Terminating contracts—how and when a contract ends—overview. For further information on litigation funding in general, consider Practice Notes: • Litigation funding—introduction to funder's perspective • Litigation funding application process What is a funding arrangement? There are two forms of funding arrangement: • a funding arrangement which works as, or in conjunction with, a retainer between solicitor and client (retainer-based funding arrangement) • a contractual agreement between a litigant and a third-party funder who provides funding for the litigation (third-party litigation funding) It is important to recognise the distinction between the two, as they are challenged in different ways and different costs recovery rules and principles apply in respect of different types of funding arrangements. Retainer-based funding arrangements Retainer-based funding arrangements typically take the form of or are incidental

This Practice Note considers contractual service provisions including process agent clauses. It considers agreements between the contractual parties to an agreement as well as between a party and the process agent and the irrevocability of both. It explores whether a contractual service clause is exclusive or permissive, whether a service clause will survive termination of the contract and the interaction between service of process clauses and jurisdiction clauses. It also explains how to determine the date on which service is effected using a contractual service clause. Service of the claim form by a contractually agreed method of service must comply with the requirements in CPR 6.11. For guidance, see Practice Note: Service of the claim form by a contractually agreed method (CPR 6.11). Terminology • Process agent—the person or entity contractually appointed to accept service of proceedings on behalf of a party. The process agent is part of the contractual service machinery. For example, a party to a contract outside the jurisdiction may appoint an entity in England to act as its agent for service of process

A covenant is a form of contract. Under the doctrine of privity of contract, the rights and liabilities created by that contract will be enforceable between the original parties. Although the burden of a positive covenant will not run so as to bind successors-in-title (see Rhone v Stephens), ‘privity’ of contract means that it will remain directly enforceable by the original covenantee against the original covenantor even though

Single point liability (also commonly referred to as ‘single point responsibility’) means that the contractor engaged by the employer in respect of a development assumes responsibility for delivering the whole project—ie it will be responsible for the design and construction elements. In relation to property projects, this is commonly

The starting point for any contractual dispute is always the wording of the contract. In this Q&A, the first question is: does the contract permit the landlord to terminate the contract with the letting agent? And, if so, on what terms? Where the landlord is an institutional landlord and, in effect, has as much bargaining power (or more) than the letting agent, the issue is purely one of contract. Accordingly, if there is no clear termination provision, or the termination provision is fettered (eg it cannot be exercised while the property is occupied by a tenant introduced by the letting agent), or there is a fee payable by the landlord whether or not the contract is terminated, it is purely a matter of contract whether the landlord can terminate the agreement. Accordingly, the true construction of the contract will determine the outcome—and, in this connection,

Whether agreements which are supplemental to a main agreement remain enforceable following the termination of the main agreement will depend on the construction of the relevant contracts. For information on the approach of the courts when considering the interpretation of contracts, see Practice Notes: • General rules of contract interpretation—summary • Contract interpretation—the guiding principles • Contract interpretation—rules of contract interpretation Generally, whether or not a contractual term operates after

This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including the United Kingdom signing the 2019 Hague Judgments Convention and the Court of Appeal decision in Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd (transfer of contract rights); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

To succeed in a claim of unfair dismissal, the claimant has to establish that he was dismissed by the employer. A contract of employment may terminate in a number of different ways (see Practice Note: Distinguishing dismissal from other forms of termination) but the circumstances in which an employee is treated as having been dismissed for the purposes of an unfair dismissal claim are limited to: • where the employee's contract of employment is terminated by the employer, whether with or without notice • where the employer gives notice to terminate the contract and, within the notice period, the employee gives counter-notice that expires before the end of the original notice period • where the contract of employment is a limited-term contract and terminates on the happening of the limiting event without being renewed under the same contract • where the employee terminates the contract by resigning, whether with or

Construction contracts commonly provide that, if a party wishes to bring a claim under the contract, it must follow a prescribed procedure. This often requires the claiming party to give a particular notice, sometimes followed by a further notice and/or more detailed information, to the other party and/or contract administrator, which may have to be in a particular format and meet specific requirements as to content. Often, these notice provisions also contain what is commonly referred to as a ‘time bar’ provision, meaning that the claiming party must give the notice(s) within a specified period of time. If the time bar is a condition precedent, then a failure to comply with the provisions of the contract will mean that the claiming party loses its entitlement to bring the claim, no matter how strong its claim would otherwise have been. The use of such time bar clauses has become increasingly common and they now appear in some of the standard form contracts (see Conditions precedent in standard form contracts below). Most commonly, condition

The charities sector in the UK is significant in size. There is a wide range of pension provision across the sector. Many charities are facing financial pressures as a result of a combination of factors including: • increased running costs • a decrease in the amount of giving • investment underperformance There is an increasing trend among local authorities to seek to outsource certain of their services to the private and third sectors. These services often include housing services, elderly care and youth services. Many of these services are taken on by charities and other not for profit organisations. In this note, where we refer to a ‘charity’ we also refer to a ‘not for profit organisation’. However, it is important that any charity which takes on a local authority contract understands the pensions implications. In September 2015 it was reported, for example, that the Multiple Sclerosis Society was to sell a support centre in order to meet costs relating to its Local Government Pension Scheme membership. This Practice

Repudiation of a contract occurs where one party through words or conduct tells the other that they no longer intend to be bound by the contract, usually by committing a major breach of a significant obligation in the contract. To be repudiatory, the breach must go to the root of the contract. Its effect must be to: • deprive the innocent party of substantially the whole benefit that it was intended, as expressed in the contract, that they should obtain, or • render them incapable of performing their own obligations The test of whether a repudiation of a contract has occurred