This Practice Note considers the approach of the English courts where two or more agreements potentially bear on the forum in which disputes are to be resolved and those agreements contain competing dispute resolution clauses. The question is one of contractual construction. The court construes the clauses in their contractual and commercial context and seeks to determine the parties’ objective intention. For guidance when dealing with related contracts, see Practice Note: Jurisdiction agreements—related contracts. Overview The presumption of one-stop adjudication is a key consideration but not the sole one. In competing dispute resolution clause cases, the court still has to construe the agreements actually made by the parties, look at the overall scheme of the transaction, identify the commercial centre of the dispute, and decide whether the clauses can properly be read as mutually exclusive, cumulative, or superseding one another. General approach International transactional agreements are frequently structured using multiple contracts to form the contractual framework. If two or more agreements, between the same parties, each contain a jurisdiction clause but designate different courts or different

Schedule of services—Architect (Design and build procurement) The Architect shall: General responsibilities (Stages 0–7) • [act as Lead Consultant in relation to the Project, which shall include: — advising in relation to the scopes of services for other members of the Design Team — advising on the need for other specialist consultants that may be required to complete the Project (and their scopes of services) — directing other consultants forming the Design Team — co-ordinating and integrating the design of the Project as a whole — arranging and chairing regular design meetings to facilitate the conduct of the Project and ensure that minutes are taken and circulated afterwards — facilitating communication between the Client and the Design Team — co-ordinate and collate end of stage reports from the Design Team] • [ [prior to execution of the Building Contract ]perform services as Principal Designer for the purposes of the Construction (Design and Management) Regulations 2015 and Building Regulations 2010 to ensure best practice at all times in respect of safety in design OR interact and liaise as required with the Principal Designer and ensure best practice at all times in respect of safety in design]

This Practice Note provides guidance on limitation clauses and exclusion clauses (sometimes referred to as exemption or exception clauses) in construction contracts, including financial caps, exclusions of consequential loss (also known as indirect loss) and common carve-outs, as well as other ways in which liability may be limited. It also considers restrictions and controls on the ability to limit or exclude liability, including under the Unfair Contract Terms Act 1977 (UCTA 1977), Defective Premises Act 1972 (DPA 1972) and the Consumer Rights Act 2015 (CRA 2015). Construction contracts can range from small residential schemes to large infrastructure or commercial development projects. The potential exposure for contractors (and consultants and sub-contractors) where something goes wrong can be huge, particularly if they are responsible for design. Professional indemnity insurance can help to protect parties in respect of certain claims, but may not be adequate to provide total cover. It is therefore not surprising that parties regularly seek to limit their exposure to a claim for damages by way of clauses which expressly limit, or even exclude, liability. It

This Practice Note builds on the overview provided in Practice Note: Data centre projects—key aspects by examining the principal construction-related legal and contractual arising in the development of data centre projects in Great Britain (GB). It considers which parties are typically involved on data centre projects, procurement routes and contract selection, and the requirements, risks and areas of dispute particularly relevant to such projects. In this Practice Note, it is assumed that the data centre project: • is a standalone data centre development • may be financed using a variety of funding structures, including sponsor funding, institutional investment, corporate finance or project finance This Practice Note forms part of a series of Practice Notes on data centre projects. Practice Note: Data centre projects—key aspects is the principal overview of the series and includes links to all the specialist Practice Notes covering the legal, commercial and technical aspects of data centre development. Introduction to data centre projects Data centres have moved rapidly to the centre

This Practice Note looks at the issues surrounding religious observance and festivals. It considers the main religious festivals and the issues that religious observance can give rise to in the workplace, including those relating to requests for time off, special food and fasting requirements, and celebrations at work. It also considers policies relating to religious observance at work. Relevant legal protections It is good practice for employers to be aware of the issues arising from employees’ religious observance, including those relating to religious festivals, as such awareness can help employers avoid potential pitfalls which could lead to legal liability if handled badly. The key pieces of legislation that employers should consider are the Equality Act 2010 (EqA 2010) and the Employment Rights Act 1996 (ERA 1996). Discriminatory behaviour could also amount to a breach of contract, leading to potential liability for constructive dismissal and wrongful dismissal. Equality Act 2010 Anti-discrimination protection covers individuals with a religious belief and also those who have a philosophical belief or lack of belief, see Practice Note: Religion or belief.

Sections 191–218 of the Levelling-up and Regeneration Act 2023 (LURA 2023) (Part 10) contain provisions enabling local authorities (LAs) to hold rental auctions of vacant high street and town centre premises and then let them without the consent of the owner (landlord),and any superior landlord or mortgagee. The provisions of Part 10 apply only to England. They came into force on 2 December 2024 and are supplemented by the Local Authorities (Rental Auctions) (England) and Town and Country Planning (General Permitted Development) (Amendment) Regulations 2024, SI 2024/1139 (LA(RA) 2024 Regs) The Ministry of Housing, Communities and Local Government (MHCLG) has also issued non-statutory Guidance on high street rental auctions (Guidance) which contains a useful flowchart of the process from start to finish and template forms, letters, tenancy contract and tenancy. Background—the high street vacancy problem In the Build Back Better High Streets Strategy published in July 2021, and the Levelling up white paper the government set out the intention to explore policy solutions which might address the issue of empty shops and offices

Date [date] Parties 1 [name of Owner] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Owner) 2 [name of Developer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Developer) 1 Definitions In this Agreement, the following definitions apply: Adjudication Date • the date on which any adjudicator appointed under HGCRA 1996 to determine a dispute concerning an amount due to: (a) the Developer under this Agreement; or (b) the Building Contractor under the Building Contract; issues their decision; [Adverse Rights • any easement, covenant, right or other interest in or over the Property, the release, discharge or variation of which is reasonably necessary in order to facilitate the Works or the use and occupation of Development;] [Adverse Rights Agreement • any document giving legal effect to the release, discharge or variation of an Adverse Right;] Appointment • a deed executed by each member of the Professional Team [substantially] in the form [of the respective drafts] attached to this Agreement at Appendix 6 with any amendments that: (a) the Developer [reasonably] requires; [and that] (b) [ [(if the amendments would [materially] adversely affect the Owner’s rights under the relevant Appointment)], are approved

Arbitration analysis: The Court of Appeal held that a ‘subject’ provision in a contemplated fixture was a pre-condition to that fixture, the effect of which was to negative any intention to conclude a binding contract until such time as the subject was lifted, which, on the facts, had not been forthcoming. That meant that not only the fixture, but also the arbitration agreement contained therein, had never been concluded. The court stressed that whether an arbitration agreement has been concluded is subject to the usual contract formation rules and thus the separability principle has no role to play where the dispute was as to whether a legally binding agreement had ever been reached in the first place. The court’s relatively straightforward conclusion was that the respective parties had agreed in their negotiations merely that in the event that a binding contract was concluded, that contract would contain an arbitration clause, which of course did not amount to the agreement of an arbitration clause. This judgment, which is now the leading case on the separability principle, is of particular significance both for the shipping market, given the usual commercial practice of fixing a vessel ‘on subs’, and also more widely for all parties who are negotiating contracts including arbitration clauses. Written by Sally-Ann Underhill, partner, and Dimitris Athanasopoulos, associate at Reed Smith LLP.

This year’s annual round-up reviews some of the most significant developments of 2017 and previews what is on the horizon for 2018. This includes the LMA being busy on the documentation front with new forms of agreement, drafting guides and updated facility agreements; a new trade body, UK Finance, being set up; ECB guidance on leveraged transactions being published; the new Insolvency Rules being published and the Recast Regulation becoming effective. In 2018, there are several cases that will be going to appeal, the proposed Business Contract Terms (Assignment of Receivables) Regulations 2017 are likely to make a reappearance in an amended form and the Goods Mortgages Bill is likely to be enacted. Also included are updates on LexisNexis®’s content, including news of exciting developments from the past year and what is coming up in the next 12 months. Reviewing 2017 LMA Developments What happened? The Loan Market Association (LMA) has had a busy year on the documentation front. Key developments include: • amending the investment grade facility

This week's edition of Commercial weekly highlights includes: a Court of Appeal decision in Logix Aero Ireland Ltd v Siam Aero Repair Company Ltd confirming that inadvertent disclosure of confidential information will not necessarily give rise to contractual liability where an intervening fraud breaks the chain of causation; news analysis on Anheuser-Busch International Inc v Commonwealth Brewery Ltd (The Bahamas) concerning reasonable notice in the termination of distributorship agreements; and news analysis on the UK subscription contracts regime, including the new rules on pre-contract disclosure, cooling-off rights, reminders and cancellation.

This week's edition of Commercial weekly highlights includes: commentary on the Court of Appeal's decision in KSY Juice Blends UK Limited v Citrosuco GmbH which ruled that a term could be implied into the contract that the price for additional products should be the reasonable or market price, updates from the Competition and Markets Authority on its inquiry into Ticketmaster and early enforcement approach under the Digital Markets, Competition and Consumers Act 2024, and news that the European Parliament's Committee on Internal Market and Consumer Protection has adopted a report proposing measures to address the rise in substandard goods entering the EU via e-commerce.

The Cabinet Office has published new guidance on the latest transparency requirements to come into effect under the phased implementation of the Procurement Act 2023 (PA 2023). The guide details the commencement of PA 2023, ss 69–71 and below threshold identifier requirements. PA 2023, s 69, requiring publication of payments compliance notices (demonstrating compliance with 30-day payment terms), commenced on 1 January 2026, with the first notices due for publication between 31 March and 29 April 2026. From that point notices will be due within 30 days of the last day of each reporting period. PA 2023, s 70, mandating quarterly publication of contract payment information (on payments over £30,000 under public contracts), commences on 1 April 2026 and applies only to procurement procedures commenced on or after that date. Contract payment information must be published within 30 days of each quarter end. PA 2023, s 71, requiring contract performance notices for key performance indicators (KPIs) on contracts valued above £5m annually and upon termination, and breach reporting within 30 days, commenced on 1 January 2026. Finally, from 1 April 2026, contracting authorities must obtain unique identifiers from suppliers awarded notifiable below-threshold contracts valued at £12,000 or more for central government and £30,000 or more for sub-central authorities. Where applicable, the guidance notes relevant exclusions and timescales for procurements regulated by the Welsh Ministers, and various contract types including utilities contracts awarded by private utilities and concession contracts. Annex A to the guidance provides a helpful reminder of the key dates.