The remedies available to a lender will depend principally on: • when the misstatement was made (ie before or after the contract was entered into, and before and after drawdown; and • what specific provision is made for such a misstatement in the loan documentation Express provision The loan documentation may specify the statements which the borrower is taken to have made on contract, and is often deemed to restate those statements on important dates such as the dates of drawdowns. If the statement is no longer true, depending on the terms of the contract, it may be possible to treat the untruth as an Event of Default. Again depending on the terms of the contract, this may have the effect of, for example: • cancelling any further commitment to make drawdowns • accelerating the existing debt • triggering cross-default provisions • causing security to

This week's edition of Construction weekly highlights includes a Court of Appeal decision upholding the Technology and Construction Court (TCC)’s striking out of unparticularised and speculative heads of loss in relation to a fire safety defects claim (Wilson v HB (SWA)), the Chartered Institute of Building (CIOB)’s support for the Code for Construction Product Information, the Building (Scotland) Amendment Regulations 2025, a TCC decision reaffirming the business common sense approach to interpreting payment regimes and rejecting technical adjudication challenges (Vision Construct v Gypcraft), a Privy Council decision confirming entitlement to contractual quantum meruit under FIDIC terms (Winter v NH International), the Scottish Building Contract Committee (SBCC)’s progress update on its 2024 contract suite, the launch of the International Federation of Consulting Engineers (FIDIC)’s Carbon Management Guide, publication of the British Standards Institution (BSI)’s Retrofit Assessment for Domestic Dwellings – Code of Practice and the International Bar Association (IBA)’s Emergency Arbitration guide for young practitioners.

Upstream oil and gas projects based on a licence to explore, develop and/or produce hydrocarbons tend to be formed through a number of contracts, many of which contain arbitration agreements. They involve large investments being made and lead to projects (and so contracts) with long lives in which states and businesses have significant interests. Consequently, when disputes happen—like the investments to which they relate—they often concern large sums and are conducted under pressure to avoid any disruption to production. This Practice Note describes a typical structure for such a project, identifies the key contracts and the dispute resolution provisions that they normally contain and the types of disputes which can arise. It also briefly discusses some of the challenging issues that may be faced in resolving such disputes. This Practice Note should be read in conjunction with Practice Note: Arbitration in the energy sector. Structure of projects The diagram below provides an illustration of how upstream projects are often structured. The items in rectangular boxes refer

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: Public procurement objectives—PA 2023—Transparency and proportionality. Transparency and disclosure under the Public Contracts Regulations 2015 There are a number of aspects to transparency in public procurement. This

Dispute Resolution analysis: Where a contract gives the English courts jurisdiction to determine a claim, or the claim is 'in respect' of such a contract, the claimant can serve proceedings out of the jurisdiction without the English court's permission. However, whether or not such a contract exists and whether it binds the parties to the dispute is not always obvious. The High Court has now provided welcome clarification of the rule. A 'contract' in CPR 6.33(2B)(b) and (c) means 'a contract to which the defendant is subject'. In other words, a claimant cannot argue that their claim is 'in respect of' a contract if they cannot show a good arguable case that the defendant is a party to it. In this case, White Rock Corp failed to show a good arguable case that Middle Volga was a party to the charterparty or otherwise bound by its English jurisdiction clause. Middle Volga's challenge to jurisdiction therefore succeeded. Written by Harriet Campbell, senior knowledge lawyer at Penningtons Manches Cooper LLP.

The Cabinet Office and Government Legal Department have published a new document collection gathering together existing contract templates and associated guidance for use by government departments when procuring goods and services under the Procurement Act 2023 (PA 2023). The collection pulls together templates and guidance which already exist in separate places, including the Model Services Contract, Mid-Tier Contract and Short Form Contract. Adoption of these standard form contracts where possible aligns with guidance provided in the Sourcing Playbook and is advised for in-scope authorities in Procurement Policy Note 013: Using standard contracts (PPN 013), which is also included in the collection. The contracts can be used for the open procedure, competitive flexible procedure and dynamic markets under PA 2023, as well as direct awards (subject to certain amendments). They cannot be used for framework agreements, but the collection includes links to the Crown Commercial Service (CCS) Public Sector Contract, which is a standard framework contract template for common goods and services. The Cabinet Office and CCS aim to work together to ensure that the standard contracts contained in the collection are updated and aligned where appropriate.

The answer to this will depend on: • the type of absence, ie whether the absence is made up of one long period of absence, typically running into several months (or more than one long period, with any returns to work in between being brief), or is a series of short-term intermittent absences typically lasting a few days • what the contract of employment says (if anything) about termination rights for sickness absence—for an example see Precedent: Clauses—termination [Archived] (clause 2.2) • what the employer’s sickness policy (if it has one) says about sickness absence—for an example see Precedent: Policy—performance and capability • whether the employee is, or may be, disabled—see Practice Note: Disability There is no specific 'safe' date or formula which applies, as it will all depend on the circumstances of each individual case. Ultimately this is not as much about how long the absence is as it is about what steps the employer has taken to deal with the situation, that

It is commonly the case that an employment dispute will lead to a compromise, embodied in a settlement agreement. The right to bring an employment tribunal claim, eg for unfair dismissal, is a statutory right, and there are strict requirements relating to the contracting out of such right and other rights which must be complied with for the settlement

This week's edition of Commercial weekly highlights includes: announcement of the release of new horizon scanning content which includes a Practice Note highlighting key dates for your diary and a News Analysis round-up of the major developments in 2025 and insights into what to expect in 2026, analysis of the decision in Moeve Trading S.A.U. v Mael Trading FZ LLC which confirmed the court’s position on a buyer’s liability for payment of the price where a letter of credit has been issued, and news that the Competition and Markets Authority has launched a consultation on its updated unfair contract terms guidance.

1 Definitions and interpretation 1.1 In these Conditions the following definitions apply: Acceptance Conditions • has the meaning given in clause 7.2; Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national[ or international in any relevant jurisdiction]; Associated With • when used in: (a) clause 10 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 12 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 13 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published under it; BA 2010 • means the Bribery Act 2010; Bribery Laws • means BA 2010 and all Applicable Laws in connection with bribery or anti-corruption[ and associated guidance published by the Secretary of State for Justice

1 Definitions and interpretation 1.1 In these Conditions, the following definitions apply: [Acceptance Conditions • shall have the meaning given to it in clause 7.2;] Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national [or international in any relevant jurisdiction]; Associated With • when used in: (a) clause 9 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 11 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 12 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published under it; BA 2010 • means the Bribery Act 2010; Best Industry Practice • means in relation to any undertaking and any circumstances, the highest degree of professionalism, skill, diligence, prudence and foresight which

This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party A); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party B), each of Party A and Party B being a party and together Party A and Party B are the parties. BACKGROUND (A) The parties [propose to enter into OR have entered into] negotiations concerning the Project (as defined below). (B) In acknowledgement of Party B incurring costs and expenses in respect of such negotiations, Party A wishes to grant Party B a period of exclusivity in respect of such negotiations on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Associated Act • means [investment in the Product OR the sale, manufacture or distribution of the Product OR the supply of goods or the provision of services in whole or in part that are the same as or similar to