Many contracts will include an express provision giving one or both parties the right to terminate where the other party is in material breach. An election to terminate a contract for breach (or repudiation) discharges the parties from the obligation to perform (or to be ready and willing to perform) their respective contractual duties (Heyman v Darwins Ltd at 367). Lord Porter explained in Heyman: ‘the fuller expression that the injured party is thereby absolved from future performance of his obligations under the contract is

The employment tribunal has jurisdiction to consider some breach of contract claims, subject to certain restrictions (ET Extension of Jurisdiction Order 1994, SI 1994/1623, regs 3, 5, 10). For detailed information on the employment tribunal’s jurisdiction, see Practice Note: Contract claims in the employment tribunal. For information on the factors

Schedule of amendments to the jct intermediate building contract 2024 The Contract comprises the completed Intermediate Building Contract 2024 published by the JCT subject to the following amendments: RECITALS Sixth Recital Sixth Recital Delete and replace with:‘The Contractor has supplied the Architect/Contract Administrator with a master programme and a Schedule of Information Requirements.’ ARTICLES Articles 6 and 7 [See drafting note] Article 9 Article 9 Arbitration Delete Article 9 and insert: ‘All references to arbitration in this Contract are deleted.’ Article 11 Insert new Article 11 as follows: Article 11 [To be added on the face of the contract] ‘Schedule of Amendments The Employer and the Contractor agree that the modifications in the Schedule of Amendments attached hereto (as initialled by the parties) are incorporated into this Contract and the provisions of the Agreement, the Conditions and the Schedules annexed to the Conditions shall have effect as modified by the Schedule of Amendments which together comprise the ‘Contract’. If there is any discrepancy between the Agreement and/or the Conditions and the Schedule of Amendments, the wording of the Schedule of Amendments shall prevail.’ CONTRACT PARTICULARS The Contract Particulars

This Q&A covers exclusively English law. We assume for the purposes of this Q&A that there is a single business-to-business contract that relates to the servicing of a single (now lost) asset. In conducting our research we have focussed on the doctrine of frustration. We have assumed there are no other provisions in the contract which address this scenario (and there is no force majeure or hardship clause). When is a contract frustrated? A contract will 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

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note considers the provisions in relation to contract claims in Council Regulation (EC) 44/2001 on jurisdiction and recognition and enforcement of judgments in civil and commercial matters (Brussels I). It considers the connecting factors required, the characteristics of the contract in terms of obligations, the place of performance and place of delivery. It also distinguishes between sale of goods and provision of services contracts. For information on tort claims and maintenance claims in Brussels I, see Practice Note: Brussels I—non contract claims (art 5) [Archived]. Note: since on 10 January 2015, Regulation (EC) 44/2001, Brussels I has been repealed in its entirety and replaced by Regulation (EU) 1215/2012, Brussels I (recast). However, transitional arrangements have been put in place. For information on those arrangements and whether Regulation (EC) 44/2001, Brussels I provisions still apply to the matter you are dealing with, see Practice Note: E&W Brussels I (recast)—application and exclusions. Jurisdiction under Brussels I Article 5 and Article 6 of Regulation

Contractual clauses—termination A contractual termination clause provides either or both parties with the right to terminate a contract under a defined set of circumstances. Such circumstances may be broadly or narrowly defined and may include either fault and/or non-fault based triggers. For an example of a termination clause, see Precedent: Termination clause and Drafting Notes. Whether a termination right also constitutes a ‘remedy’ depends upon whether such right to terminate (and the consequences of exercising that right) does in fact provide relief or remedy to an afflicted party, the language of the particular contract and the circumstances under which a party may exercise its right to terminate. When considering exercising a right under a termination clause, any clause setting out the ‘consequences of termination’ should also be closely scrutinised. For example, see clauses

This Practice Note explores the post-contract obligations that apply to firms carrying on consumer credit-related activities. In particular, Chapter 6 of the Financial Conduct Authority’s (FCA) Consumer Credit sourcebook (CONC 6), together with certain provisions of the Consumer Credit Act 1974 (CCA 1974), sets out rules and guidance on post-contract requirements, including the information to be provided to consumers, the rules on appropriating payments received from a customer, the assignment of rights under a consumer credit agreement, conduct of business in relation to pawnbroking and post-contract business practices. CONC 5 also includes rules and guidance on responsible lending requirements, including the requirement to conduct a creditworthiness assessment before increasing the amount of credit under a credit agreement. For more information on CONC 5, see Practice Note: Responsible lending requirements—CONC 5. For information on the right to withdraw or cancel a consumer credit agreement, see Practice Note: Cancellation and withdrawal provisions for consumer credit and hire agreements. What are post-contract requirements? 'Post-contract requirements' is an umbrella term covering the rules about the information to be given by lenders to borrowers during

This Contract comprises the completed RIBA Standard Professional Services Contract 2020 (2024 amendment) published by the Royal Institute of British Architects subject to the following amendments: CONTRACT DETAILS M. Supplementary Rights In each case after ‘on the terms attached hereto as Appendix’, delete ‘provided such terms are substantially no more onerous than the above’. CONTRACT CONDITIONS Definition of Terms Insert new definitions as follows: ‘Assignment of Receivables Regulations: the Business Contract Terms (Assignment of Receivables) Regulations 2018, SI 2018/1254.’ ‘Force Majeure: means any event or sequence of events beyond a party’s reasonable control[ and that could not have been reasonably anticipated or avoided] and which prevents it from, or delays it in, performing its obligations under this Contract including[, but not limited to,] (a) an act of God, fire, flood, drought, earthquake, windstorm or other natural disaster; (b) an act of any sovereign including war (or threat of, or preparation for war), armed conflict (or threat of, or preparation for, armed conflict), invasion, act of foreign enemies, hostilities (whether war be declared or not), rebellion,

Dispute boards were initially seen on US infrastructure projects, and were then adopted for use in FIDIC forms of contract and on projects funded by the World Bank and other Development Banks. The NEC4 Engineering and Construction Contract published in June 2017 contains optional dispute board provisions. This Practice Note discusses the use of dispute boards in these various forms of contract, and considers how they are used on UK projects. FIDIC contracts The FIDIC standard form contracts are perhaps the most well-known family of construction contracts to use dispute boards as an integral part of their dispute resolution procedure. The use of dispute boards was introduced in the 1996 Supplement to the fourth edition of the Red Book, which, if used, replaced clause 67 of the contract—the dispute resolution provisions. The original form of clause 67 allowed disputes to be referred to the Engineer for a decision. However, if either party was unhappy with the result, its only option was to refer the dispute to arbitration. Contractors in particular were unhappy

The UK higher education (HE) sector has been resistant to adopting the sort of standardised contractual documentation that has been commonplace in other education sub-sectors for decades. Even so, all HE providers have student contracts designed to capture key obligations and comply with consumer law and student protection requirements. This Practice Note considers the legal relationship between students and their HE providers, focusing on how and when this relationship is distilled into contractual form. It also covers regulatory requirements derived from legislation and the impact of regulatory oversight. Legal status of relationship with students Universities may be constituted in several different ways. Generally, universities have been created either by Royal Charter (eg Oxford and Cambridge) or by specific Acts of Parliament (eg University of London). They may also be companies registered under the Companies Act 2006. See Practice Note: University governance in England. HE corporations were created by the Education Reform Act 1988, which also gave further education (FE) institutions meeting statutory enrolment criteria the status of bodies corporate. The Further and Higher Education

This Q&A considers a scenario where: • there is a business-to-business commercial contract which is not subject to specific industry or sector legislation, rules or practice • the deposit is in relation to the sale of goods • the reference to insolvency, means bankruptcy or liquidation Terms of the contract It will be necessary to check the contract for any express terms concerning the consequences of termination and treatment of the deposit in such circumstances. In analysing a contract, the court will apply an objective test in considering the contract as a whole, not just the relevant clause, and considers the ‘documentary, factual and commercial context’ (Arnold v Britton (at para [15])). See: Contract interpretation—overview. For detailed discussion around contract interpretation, see the following Practice Notes: • Contract interpretation—the guiding principles • Contract interpretation—rules of contract interpretation Where the contract is silent on the treatment of the deposit in the relevant circumstances, the point to consider is whether a

In answering this Q&A we have limited our research to cover a business contract between two commercial entities. Is the letter agreement an option? It is important to consider whether the extension provision in the letter agreement in this Q&A can be considered an irrevocable offer to be accepted by the other party. An offer may generally be revoked at any time before it has been accepted. However, this is not the case where the offeror’s promise is supported by consideration, or set out in a deed, so as to amount to an option. The contract of option may be unilateral or bilateral. It may exist either as a separate option contract, or as part of a larger contract such as a sale with an option for the buyer to make further purchases on similar terms or a service or agency agreement with an option by either party