This Q&A refers to a retention of title (ROT) clause in a business-to-business contract for the supply of goods. At its simplest, an ROT clause allows the seller to retain title to goods which it has delivered to a buyer until the buyer has paid for them in full or, where permitted to do so, sold them on to a third party (Aluminium Industrie Vaassen v Romalpa Aluminium). Under the Sale of Goods Act 1979 (SGA 1979), property in specific or ascertained goods passes to the buyer when the contracting parties intend it to pass (SGA 1979, s 17) and a seller can, as a term of the contract, reserve the right of disposal (SGA 1979, s 19). The seller may also reserve the right of disposal of the goods after their delivery to the buyer until certain conditions are met. An ROT clause in the contract

A conditional fee arrangement (CFA) is first and foremost a contract. To a great extent therefore, what the parties’ rights and duties are will depend on the precise terms of the agreement between them. Many CFAs follow the template of the most recent Law Society Standard (issued in 2014), but this has not been updated in the light of case law since then and currently the Law Society does not have a version available on their website. Any breach of contract, including a repudiatory breach, will give the innocent party (here the client) the right to claim for damages. The type and amount of damages recoverable will depend upon the value of performance not performed since the primary purpose of damages for breach of contract is

This Q&A assumes that there is a dispute as to valuation of works carried out under a single unified construction contract between a contractor (C) and its sub-contractor (S) which is subject to the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) but does not include bespoke provisions as to referral to adjudication, and thus, Part 1 of the Scheme for Construction Contracts (the Scheme), SI 1998/649 applies. A party to a construction contract has a right to refer ‘a dispute arising under the contract’ to adjudication at any time under HGCRA 1996, s 108(1). It is very important for a party considering referring a matter to adjudication to consider closely whether an adjudicator will have jurisdiction to resolve the relevant factual dispute (or disputes) within a single adjudication, or whether several adjudications are necessary. See Practice Note: The adjudicator's jurisdiction for a summary of the applicable principles. Where

Guarantees It is common for landlords to require a person to act as guarantor in order for the landlord to agree to grant a tenancy to a tenant. Frequently, this will be a close relative of the tenant such as a parent. 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, there are certain issues which a landlord should consider when accepting a guarantee from a person. Specifically, the landlord should be aware that if the guarantor enters into the guarantee under duress, undue influence or while suffering from mental incapacity, the contract of guarantee may be voidable (meaning that the guarantor may elect to void the contract so that they are no longer subject to

[Enter name and address of employee] [Enter date] Dear [enter name] Termination of employment by payment in lieu of notice [Further to our conversation earlier today, I OR I] write to notify you that [enter name of Employer] has decided to exercise its right (under clause [enter clause number] of your [service agreement OR contract of employment] dated [enter date] (referred to in this letter as the [‘Service Agreement’ OR ‘Contract’]) to terminate your employment with immediate effect by giving you this written notification and making a payment in lieu of notice (referred to in this letter as the ‘Payment’).[ This letter also refers to various other terms as defined in the [Service Agreement OR Contract].] The Payment is paid in lieu of your entitlement to notice under the [Service

An agency relationship is created via a consensual agreement between agent and principal, who are the only two parties to the agreement. A principal is bound by the terms of any contract

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 (ie ongoing procurements). 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. Public procurement in a development agreement context This Practice Note is intended to assist contracting authorities (including local authorities and bodies governed by public law) looking to facilitate regeneration

The Cabinet Office has updated Procurement Policy Note 013: Using standard contracts (PPN 013), which provides in-scope organisations with guidance on standardisation of terms and conditions in public contracts. PPN 013  applies to all central government departments, their executive agencies and non-departmental public bodies. Other public sector contracting authorities may wish to apply the guidance. PPN 013 has been updated to expand the appropriate use of the Short Form Contract, allowing in-scope organisations to utilise the Short Form Contract for non-complex above-threshold procurements, within the relevant limits, where it is proportionate and appropriate to do so. In these cases, authorities are advised to consider including additional clauses from the Mid-Tier Contract to cover required terms which are missing from the Short Form Contract. PPN 013 has also been updated to reflect terminology introduced by the Procurement Act 2023 (PA 2023) and the Procurement Regulations 2024. For procurements commenced before the PA 2023 go-live on 24 February 2025, authorities should continue to refer to PPN 08/23.

A guarantee is a contract between (in this case) a landlord and a third party (the guarantor), by which the guarantor will usually promise that the tenant will perform their obligations. The obligations undertaken by the guarantor

Commercial analysis: The situation in the Middle East has created a landscape of uncertainty for businesses with interests in the Gulf States and beyond. Supply chains are under pressure, energy markets are volatile, and the continued uncertainty presents challenges to businesses with operations in the region. For commercial parties, a number of significant legal and practical issues arise that demand careful consideration. In the region, many commercial contracts across a broad range of sectors and industries are governed by English law. This blog examines the principal areas of law and regulation and offers practical guidance on how businesses can protect their positions from an English law perspective.

This week's edition of Property Disputes weekly highlights includes: Supreme Court decisions on the Building Safety Act 2022 and on undue influence, clarification from the Ministry of Housing, Communities and Local Government on roof gardens when assessing if a building is higher-risk, High Court decisions on a rates mitigation scheme and the validity of a contract, and a Court of Appeal decision in which it was held that section 234 of the Insolvency Act 1986 is inapplicable for repossession when property receivers have already been appointed.

Dispute Resolution analysis: This judgment, concerning a multi-faceted claim for breach of warranty in the context of environmental wrongdoing, provides helpful guidance to both litigants and draftsmen involved in sale and purchase agreements. Judge Keyser QC examines some unusual wording in such a contract and its consequent effect on the claims in contract and tort available to the purchaser of an overvalued company with a concealed history of significant environmental wrongdoing. Written by Natalie Todd, partner and Anastasia Tropsha, lawyer at PCB Byrne LLP.