When considering how long you are able to make a claim pursuant to a particular document, it is important to determine whether the document you have entered into is a contract written under hand (simple contract), or a deed. There are a number of differences that exist between the two, namely: • that a deed cannot be entered into orally • it must make clear that it is intended to be a deed, usually by inserting specific wording • unlike with a simple contract, a deed does not require there to be consideration in order to be valid • in relation to the question at hand, perhaps the most notable difference between the two is the statutory limitation period in which a claim must be brought The limitation period for

Novation is the method by which the parties to an existing contract 'transfer' the rights and obligations of that contract to a third party. Novation is not strictly a transfer of rights and obligations but a discharge of the rights and obligations between contracting parties and a recreation of them with a third party (replacing an original contracting party) and one (or more) of the contracting parties to the original contract. The requirements of a novation are both consideration and consent. From an English law perspective, matters to consider in evaluating the effectiveness of the deed of novation include (but may not be limited to) the following: Consent 'The consent of all the parties is required for novation (compare

This Q&A raises the distinction between a company and its directors and the effect of the Companies Act 2006 (CA 2006). The starting point is that a company has a separate identity and personality from its directors. A contract may be made by a company under its common seal or on its behalf by a person acting under its authority (CA 2006, s 43(1)). While it can only act through the decisions of its directors, they do so as agents for the company. The corollary of this is that the company rather than the directors have the liability under any contract into which it enters. While the directors may be called upon to enter into guarantees in respect of the company’s performance of those obligations, their liability will only flow from that separate contract rather than

This document contains quick links to various checklists and resources which lawyers working on matters relating to the construction of real estate/developments will find useful. Starting a development project • Starting a development project—checklist • Structure of a development project—diagram • Precedent: Letter to developer client at the start of development project • Checklist: Tracking schedule of construction documents (acting for employer) Which procurement route should be used? • Practice Note: Choosing the right procurement method—construction projects • Design & Build: Practice Note: Design and build procurement, Is design and build the appropriate procurement route?—flowchart and Design and build—diagram • Traditional: Practice Note:

This Practice Note provides an overview of Management Contracting and why this type of procurement is used. The most popular procurement methods in the UK construction industry at present are either the traditional or the design and build routes (see Practice Notes: Traditional procurement of construction contracts and Design and build procurement). Management procurement is less popular, although this was not always the case. During the late 1980s and early 90s management procurement was favoured for many of the large commercial developments built at that time. It is possible that the pendulum will swing that way again in the future. The two most common variants of management procurement are management contracting and construction management. See Practice Note Construction management. What is management contracting? Management contracting is a derivative of the traditional procurement method. It was introduced into the UK from the US construction market as an attempt to address some of the perceived adversarial attitudes which prevailed at the time. Under a management contracting arrangement the employer engages its own professional team to undertake the design of the project

In a share purchase transaction, the buyer takes over ownership of the company carrying on the business (target company), together with all of its assets, obligations and actual and contingent liabilities. Legal due diligence reports and share purchase agreements may set out specific environmental, health & safety (EHS) issues that need to be dealt with post-completion. This can be anything from a requirement to carry out an environmental audit to preparing an asbestos management plan. Common post-completion EHS issues in share purchase transactions include: • notifying regulators of changes in relation to environmental permits and other registrations • checking whether the purchase has triggered any new obligations under environmental regimes, such as producer responsibility, energy efficiency and carbon schemes • addressing issues raised

Statutory powers There are statutory limitations that determine how much a landlord can recover from the tenant for service charges. Services charges are covered under the Landlord and Tenant Act 1985 (LTA 1985), s 18–30. In particular, s 18 provides the following definition: “service charge” means an amount payable by a tenant of a [dwelling] as part of or in addition to the rent—(a) which is payable, directly or indirectly, for services, repairs, maintenance, [improvements] or insurance or the landlord's costs of management, and (b) the whole or part of which varies or may vary according to the relevant costs. The relevant provisions

Commercial analysis: It is trite law that the absence of agreement on essential terms may prevent a contract from coming into existence on the ground of uncertainty. However, where a contract has come into existence, the use of words such as ‘to be agreed’ in respect of future executory obligations is not necessarily fatal to the contract’s continued existence. All will depend on the facts and on the construction of the words that the parties have used in their purported agreement. Dimitris Anassis, partner, and Reema Shour, professional support lawyer, both at Hill Dickinson, consider the court’s decision in KSY Juice Blends UK Ltd v Citrosuco GmbH.

Commercial analysis: Once a real property disposition to which a company is party has been registered, any insufficiency of execution for the company of the contract for the disposition ceases to be relevant. (Obiter), if it had been necessary to decide the point, the court would have held that an unwitnessed signature by a single director of the contract for the disposition was sufficient to satisfy the Law of Property (Miscellaneous Provisions) Act 1989 (not following a dictum of Mr Justice Lewison in Redcard Ltd v Williams). Written by Nicholas Davidson QC at 4 New Square.

Banking & Finance analysis: The High Court decided to grant an injunction restraining the beneficiary under a performance guarantee from demanding payment under that guarantee. The court held that the applicant for the injunction did not have to prove fraud where the other party was clearly not entitled to make a claim under the guarantee. In this case, the other party had accepted that the applicant was not to blame for their contract failing to proceed and had given the applicant a written undertaking to make a demand under the guarantee only if the applicant had breached the contract. Written by Robert Parson, partner at Clyde & Co LLP.

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company that is to buy back its own shares. The restrictions in CA 2006 relating to share buybacks do not apply to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies. For a summary of the process for carrying out a share buyback, see Practice Note: How to carry out a share buyback. For a consideration of the legal framework applicable to a share buyback and the reasons why a company may carry one out, see Practice Note: Share buybacks—the legal framework. Off-market or on-market? Only one type of share buyback is possible for a private limited

A guarantee is an agreement between the guarantor and the landlord, and it is governed by the general rules and principles of contract law. As such, it is not necessary for the guarantee to