ISDA documents The 1992 and 2002 ISDA Master Agreements (the Master Agreements) are standard form documents produced by the International Swaps and Derivatives Association, Inc (ISDA). In this Practice Note, references to Sections of a Master Agreement and Parts of a Schedule are references to the 2002 ISDA Master Agreement and schedule unless otherwise stated. For general information about negotiating ISDA Master Agreements, see: Introduction to negotiating ISDA documents. What are representations? In Section 3 (Representations) of the Master Agreement, the parties make a number of representations to one another. Representations are pre-contractual statements of fact made by a party to a contract which induce another party to enter into that contract. If a representation is incorrect or misleading, it may give rise to a claim for misrepresentation under general contract law, the remedy for which will be rescission and/or damages depending on the type of misrepresentation. In addition, most documents used in commercial finance transactions contain specific remedies for misrepresentation (see: Section 3—Representations,

Default position Bilateral surrender (or renunciation as it is referred to under Scots law) is the method by which a tenant gives up its rights under a lease. This can be done either through express agreement between the parties or with the acquiescence of the landlord (which will imply a discharge of claims against the tenant). The law in this area applies to both residential and commercial leases. In relation to Agricultural tenancies, see Practice Note: Resumption of agricultural holdings in Scotland and partial notices to quit. Unilateral renunciation of leases by either party is not permitted under Scots law. Renunciation can be distinguished from: • abandonment where the tenant justifiably rescinds the contract because of a material breach of contract by the landlord (see: Rescission or abandonment: Stair Memorial Encyclopaedia [200]) • abandonment where the tenant unjustifiably repudiates the contract and deserts the subjects (see: To Remain in Possession: General: Stair Memorial Encyclopaedia [175]). If renunciation does not take place by agreement but amounts to an abandonment, the landlord is presumed not to have

Form of agreement There is doubt whether a right of pre-emption is a 'contract for the sale or other disposition of an interest in land' for the purposes of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). In Pritchard v Briggs, the Court of Appeal held that a right of pre-emption itself does not create an interest in land because it gives no immediate right to call for a conveyance. However, the majority of the court suggested (obiter) that the right 'matures' into a proprietary interest when the obligation to make the offer arises. Despite continuing doubts and criticism of that ruling, best practice is to ensure that the contract creating the right of pre-emption (and any sale contract resulting from it): • complies with LP(MP)A 1989, s 2, and • is supported by consideration See also Registration below. Pre-emption period Ensure that the agreement sets out a fixed period within which the buyer has the benefit of the right of pre-emption. Trigger event Ensure that the trigger

This Practice Note provides a summary of the key legal developments that are expected to impact Scottish dispute resolution lawyers during 2026 and beyond. It also summarises the key developments which have already taken place in 2026. Key primary legislation Information on primary legislation and the progress of UK government bills relevant to the field of dispute resolution that have been tabled in either the House of Commons or the House of Lords in the UK Parliament (and that may contain provisions applicable to Scotland), can be found in Practice Note: Tracker—legislation, consultations and other developments—Dispute Resolution. This tracker is designed to assist Scottish dispute resolution practitioners to keep up to date with Acts of the Scottish Parliament and Bills being examined by the Scottish Parliament that will impact Scottish civil litigation Bill/Act Subject Analysis Further material Contract (Formation and Remedies) (Scotland) Act 2026 The Act modernises and clarifies contract law in Scotland. It is based on recommendations made by the Scottish Law Commission in its review of contract law.The Act was passed by the

What is summary procedure Summary procedure is an expedited and streamlined procedure available in the High Court allowing a case to be dealt with without pleadings and on affidavit evidence. The claim must be readily quantifiable, and the defendant must not have a stateable defence. The procedure is designed to provide an inexpensive and expeditious resolution in cases suitable for the procedure. Classes of case to which summary procedure may apply. SI 15/1986 (IRL), Order 2, Rule 1, Rules of the Superior Courts provides that procedure by summary summons may be adopted in the following classes of case: ‘(1) In all actions, save an application for a European order for payment under Order 42C, where the plaintiff seeks only to recover a debt or liquidated demand in money payable by the defendant, with or without interest, arising: (a) upon a contract express or implied (as, for instance, on a bill of exchange, promissory note, or cheque, or other simple contract debt); or (b) on a bond or contract under seal for

Crystallisation of floating charges A floating charge may Crystallize by operation of law or it may Crystallize in accordance with a contract. Crystallisation by contract can by divided into those events that entitle the lender to give notice of crystallisation and those that result in the floating charge being crystallised automatically. For more information on how floating charges may crystallise, see Practice Note: Crystallization of floating charges. Most debentures will clearly set out which events will trigger crystallisation by notice and which will trigger the automatic crystallisation provisions. For more information, see Crystallisation of floating charges — Crystallisation by contract. Why might de-crystallisation be desirable? Once a floating charge has crystallised, the key impact is that the chargor can no longer deal with the floating charge assets without the chargee's consent. In practice this will make it difficult for the chargor to run its business. From the chargee's perspective, this protects the assets from execution creditors and can have advantages in terms of the priority of the charge. For further

This Practice Note examines the approach to sub-contracting under the 2017 editions of the FIDIC Red, Yellow and Silver Books. For a look at sub-contracting under the 1999 editions of the Red, Yellow and Silver Books, the Gold Book 2008 and the Pink Book 2010, and for information on the Subcontract for Construction 2011 and the Subcontract for Plant and Design-Build 2019 (both of which are for use with 1999 main contracts), see Practice Note: FIDIC contracts (pre-2017 editions)—sub-contracting. The key principle in the FIDIC contracts in relation to sub-contracting is that the Contractor remains responsible to the Employer for work carried out by Subcontractors. This is enshrined in clause 5.1 of the Red Book and 4.4 of the Yellow and Silver Books. Extent of sub-contracting Under clause 5.1 of the Red Book and clause 4.4 of the Yellow Book, the extent to which the Contractor is permitted to sub-contract the Works is limited by reference to a percentage of the Accepted Contract Amount. The percentage is stated in the Contract Data—if no percentage is stated then the position

It is standard practice in construction projects for the contractor, key sub-contractors and consultants (referred to in this Practice Note as warrantors) to provide collateral warranties to various parties, including funders and purchasers (referred to in this Practice Note as beneficiaries). See Practice Note: What are collateral warranties? The collateral warranty creates a direct contractual link between the beneficiary and the warrantor, without which the beneficiary would not have any right to claim from the warrantor in the event that it fails to properly perform its obligations under the building contract, sub-contract or appointment (as appropriate). A collateral warranty will contain an undertaking in respect of the obligations in the underlying contract, as well as dealing with matters such as copyright licences, assignment, professional indemnity insurance, and in some cases will included a step-in rights clause. This Practice Note explains what such step-in rights are, which parties will typically be granted step-in rights in a construction project, and looks at the typical mechanism for activating step-in rights. As well as collateral warranties, it is also

Requirement Compliant Does your new client/matter process identify clients who have cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013? See Practice Note: Different types of cancellation rights—law firmsDecision tree: does my client have cancellation rights (from 14.06.2014) If yes, does that process identify whether the cancellation rights arise out of an off-premises contract or a distance contract? Before the client is bound by the contract, do you give them:—the information required by Schedule 2 of the Regs—this information is covered in our Client care letter 2019—law firms and Terms of business—law firms—notice of cancellation rights—see Instructions for cancellation—Cancellation form?For off-premises contracts, you must give the information on paper or, if the client agrees, a durable medium, eg email.For distance contracts, there is no requirement for paper or even a durable medium—you can simply give or make the information available to the client, but if you do use email or post, the information must be legible. Do you have a process for

This Practice Note discusses the concept of the law of the arbitration agreement and how this law is determined under the law of England and Wales (England and English are used as convenient shorthand). It also considers the recently enacted Arbitration Act 2025 and the alteration it has wrought on the English law rules governing the determination of the law applicable to arbitration agreements. The law of the arbitration agreement The Arbitration Act 1996 (AA 1996) defines an arbitration agreement (where the arbitration has its seat in England and Wales or Northern Ireland) as an agreement to submit present or future disputes, whether contractual or not, to arbitration (AA 1996, s 6). Such an arbitration agreement is most typically evidenced by a clause within a main contract, although it may also be drafted in a stand-alone document either at the time of the contract or after the dispute has arisen. However, even where the clause sits within the main contract, it is, legally, for certain purposes a distinct agreement

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a director or to reimbursement of expenses incurred in rendering such services. Power to pay directors remuneration for their services will need to be conferred by the constitution of the company. A director may also be contractually entitled to remuneration by virtue of an agreement or arrangement with the company. When considering the position in relation to the remuneration of a director under the Companies Act 2006 (CA 2006) and a company's articles of association, and how this relates to the remuneration provisions in directors’ service contracts and other contractual arrangements, it is important to note the distinction between: • a director's entitlement to remuneration (usually referred to as directors' fees) and reimbursement of expenses under the articles of association of the company, and • a director's contractual entitlement to remuneration by virtue of an agreement or arrangement with the company, most commonly a service contract (ie a contract of employment), a contract for services or a letter of

_______________________________________ [NAME OF PROJECT] REQUEST FOR [FURTHER DISCLOSURE OR FURTHER PARTICULARS] CONCERNING [DB member name]] (Dispute Board Member) [Date] _______________________________________ Requesting Party: [Name of Party 1] [Address] [Telephone/Fax Number] [Email address] [ON THE HEADED NOTEPAPER OF THE REQUESTING PARTY] The relevant Dispute Board member: [Name of DB member] [Address] [Telephone/Fax Number] [Email address] [ The other Dispute Board members: ] [ [Name of DB Member 2] [Address] [Telephone/Fax Number] [Email address] [Name of DB Member 3] [Address] [Telephone/Fax Number] [Email address]] The Other Party: [Name of Party 2] [Address] [Telephone/Fax Number] [Email address] [[The Engineer/Employer’s Representative] [Address] [Telephone/Fax Number] [Email address]] [ [Relevant institution]: ] [[address]] [[telephone]] [[email address]] [NAME OF PROJECT]: request for [further disclosure OR further particulars] concerning [DB member name] (Dispute Board member) We refer to the contract between the Requesting Party and the Other Party for [brief description of project] dated [date] (the Contract), which provides for the use of a dispute board (the Dispute Board). [The Contract incorporates the [relevant institutional dispute board rules] (the Applicable Rules)] [The Parties have agreed to use the [relevant institutional dispute board rules and details of where the parties agreed to use them] (the Applicable Rules)].[ There is also a [DB member agreement OR tripartite agreement] between [insert parties]