Limitation in professional negligence claims Solicitors owe duties to their clients in both contract and tort. Under the Limitation Act 1980 (LA 1980), the limitation period for both contract and tort claims is six years, but time starts to run: • in contract—from the date of breach • in negligence—from the occurrence of damage Damage is capable of occurring later than breach, with the effect that tort claims in negligence can sometimes provide a more generous limitation period than a corresponding claim in contract. For further information, including on the question as to when damage might be said to have been sustained in tort

Where a contract contains no express termination provisions, it will only be possible to terminate at common law—ie where a party is in repudiatory breach. Purporting to terminate a contract in circumstances where there is no common law or contractual right to do so may itself amount to a repudiatory breach. If a repudiatory breach occurs, the innocent party may elect to accept the breach (ie terminate the contract) or affirm the breach (ie continue with the contract). For more information on the meaning of repudiatory breach, and acceptance and affirmation, see Practice Notes: Termination of a construction contract and Repudiation of contract. Assuming that the consultant was in repudiatory breach, and that the employer elected to terminate the appointment due to such breach, then: • the parties are absolved from future performance • all

Loan agreements Generally, where money is lent without a time for repayment being specified, the sum becomes repayable immediately. However, parties are free to fix a time for repayment, which would include the sum being repayable by instalments, or to agree that the loan is only repayable on demand. Where loans are repayable by instalments, the loan agreement will often provide the ability for the lender to ‘call in’ the entire sum and interest if there is default on any instalment. These are known as acceleration clauses. The terms of the agreement Here, notwithstanding the informality of the stated lending arrangement, there is clearly a contract for the loan of money whereby the lender, C, has agreed to lend a sum of money to D in consideration

The provision of an employment reference by an employer, in respect of a departing or former employee, to a third party, will, from the point of view of the framework under Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR), involve the processing of personal data. It follows that in order for such provision to be lawful, at least one of the six ‘lawful grounds’ conditions listed in Article 6(1) of the GDPR must apply. See Practice Note: Introduction to the EU GDPR and UK GDPR—Lawful basis of processing. Of those six, only four could even potentially be of application in the context of providing an employment reference, namely: • the data subject has given consent to the processing of his or her personal data for one or more specific purposes • processing is necessary for the performance of a contract to which the data subject is party or in order

This Checklist sets out a suggested list of matters to consider when reviewing the assignability of a construction contract such as a building contract, consultant appointment or collateral warranty. It also considers the steps to be followed to complete an assignment of the benefit of a construction contract from one party to another. • Does the construction contract contain assignment provisions? Most construction contracts contain an express provision relating to the assignment rights of the parties. If the contract is silent in relation to assignment, assignment of the contract by either party is permitted without restriction. Sometimes, the contract may expressly prohibit assignment of the contract by one or both parties. Typically the employer will not be absolutely prohibited from assigning, but there may be a limit on the number of times that the contract may be assigned without obtaining the consent of the other party (see the detail on restrictions below). See Practice Note: Assignment in construction contracts. • Are there any restrictions on the right to assign? It is common in construction contracts for

When considering a claim for damages (see Practice Note: Contractual damages—general principles and related content), the court will consider the principles of causation and remoteness. A party's duty to mitigate its loss is dealt with in Practice Note: Mitigation in civil damages claims. For guidance on causation in professional negligence claims, see Practice Note: Causation and remoteness in professional negligence claims. For guidance on causation and remoteness in tort claims, see Practice Note: Causation and remoteness in tort and negligence claims. Note: issues of causation and the ‘but for’ test in the specific context of insurance policy wording are outside the scope of this Practice Note but were considered in detail in the coronavirus (COVID-19) prompted test case of The Financial Conduct Authority (FCA) v Arch Insurance (UK) Ltd, with the decision illustrating the importance of focussing in on the key question in ‘but for’ causation, namely, ‘but for what’ precisely? For further details see News Analysis: Coronavirus (COVID-19) business interruption test case (post-judgment analysis) construction, composite perils and causation

A sale contract becomes legally binding on exchange and the beneficial ownership of the property passes to the buyer. It is common practice for exchange to take place by telephone in accordance with Law Society Formulae for exchanging contracts by telephone (the Formulae): • Formula A, where the seller’s solicitor holds both parts of the contract • Formula B, where each solicitor is holding their own clients signed contract, or • Formula C,

Commercial lending transactions often involve the provision of finance to large corporate entities. However, in many cases, commercial lending transactions will involve dealings with an individual (for example, an individual might be providing a guarantee and/or security over their residential property for a business loan), a partnership or a small/medium-sized business enterprise. As a result, lenders will need to be aware of when consumer related legislation could apply as this may be relevant to such transactions. Consumer credit law The key pieces of legislation in this area that lenders should be aware of are: • the Consumer Credit Act 1974 (CCA 1974) • the Financial Services and Markets Act 2000 (FSMA 2000), and • the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO) The Consumer Credit Act 1974 and related legislation The aim of CCA 1974 is to protect consumers by providing a comprehensive set of rules and regulations in relation to consumer credit, consumer hire and other types of consumer

It is likely that the buyer will bear the risk of damage to the property that has occurred between the buyer’s inspection/survey and exchange of contracts. The usual statement in a sale contract (see, for example, clause 7.2.3 in Precedent: Contract for sale—freehold, vacant possession or clause 7.1.3 in Precedent: Contract for sale (residential)—freehold, vacant possession (which incorporates the Standard Conditions of Sale, Fifth Edition)) is to the effect that the property is sold subject to and where

This Practice Note provides an introduction to how damages are determined and quantified in international arbitration proceedings, with a focus on damages for breach of contract. An introduction to non-damages remedies in international arbitration is provided in Practice Note: Non-damages remedies in international arbitration. What law applies for the purposes of calculating damages? Generally, in international arbitration proceedings, the law that governs the substance of the dispute between the parties will also apply to the assessment of damages (eg, Chaplin v Boys). However, this should be checked in respect of the jurisdictions concerned and causes of action at issue as courts (in particular the English court) have found that while heads of damage may be a matter to be determined under the substantive law, quantification of damage is more of a procedural matter (Harding v Wealands). The House of Lords in Harding v Wealands [2006] UKHL 32 treated the quantification of damages as a procedural matter governed by the law of the forum. However, for non-contractual obligations falling within the scope of the Rome II Regulation,

Where an employer is seeking to introduce new service agreements for existing directors, as for any employment contract, this will amount to a change in the terms and conditions of employment for those directors. Like any other contract, an employment contract or service agreement may be amended at any time either: • in accordance with the terms of the contract itself • with the agreement of the parties to the contract For information on the legal and practical considerations that arise when changing terms and conditions of employment, see: • Practice Note: Changing terms and conditions of employment • Checklist—changing terms and conditions of employment • Checklist—process for changing terms and conditions: client outline See also the Precedents