This Practice Note is for use when determining applicable law where the contract was entered into on or after 17 December 2009. This Practice Note considers the provisions in Regulation (EC) 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) dealing with the freedom of the parties to choose the applicable law for their contract. When choosing an applicable law, the parties should comply with the specific requirements set out in the regulation. The regulation sets out a number of exceptions as to when it does not apply. For guidance, see Practice Note: Rome I—scope, exclusions and general provisions. Must the applicable law be the law of a Member State? (Article 2) Article 2 of Regulation (EC) 593/2008, Rome I. The freedom of the parties to choose the governing law of their contract is not limited to a law of an EU Member State. The parties may choose the law of: • an EU Member State, or • a

This Practice Note looks at how sub-contractors’ liability is typically covered by insurance and considers: • difficulties that can arise in respect of sub-contractor insurances, and • what should the parties involved in a construction project do? Sub-contractor liabilities Sub-contractor's own works A sub-contractor will be liable for damage to its sub-contract works. This arises from its obligation to carry out and complete the sub-contract works (see Practice Note: Sub-contracting in construction projects). The liability is a liability for damage to property and may therefore be covered by a property damage policy, such as a Contractor’s All Risks policy (see Practice Note: Contractors’ All Risks (CAR) Insurance). Remainder of the works The sub-contractor would also be liable if its negligence, breach of contract or breach of statutory duty caused damage to the remainder of the works. This liability arises out of a legal liability. It does not arise out of any property interest the sub-contractor has in the remainder of the works. However, the lines are frequently blurred and sub-contractors’ liability in respect of the remainder of the works is

This Practice Note details those aspects of the sale and purchase of superyachts that notably differ from similar transactions involving commercial ships. For more information on the position in relation to commercial vessels generally, see Practice Note: Sale and purchase of second-hand vessels. Yacht builders will generally propose using their standard building contract for superyacht construction or alternatively the parties will negotiate a bespoke contract. For more on shipbuilding contracts for other types of vessel, see Practice Note: Shipbuilding contracts. This Practice Note deals with the sale of a completed or second-hand superyacht, very frequently sold through a yacht broker. The standard sale form (see The MYBA form below ) is the most widely used form of contract for second-hand superyachts bought and sold in Europe. The standard form is based on the principle ‘caveat emptor’ putting the onus on the buyer to conduct due diligence. Following acquisition, the buyer’s choice of flag under which the superyacht is registered and the choice of owning company structure must take into account the owner’s convenience,

We have assumed that the statutory consultation obligations do not apply. Meaning of lay-off In common industrial parlance, a 'lay-off' occurs when the employer temporarily shuts down its operation because it cannot find any or enough work for its employees. For further information, see the section of Practice Note: Redundancy payments for lay-offs and short-time entitled Lay-off generally. For the purposes of the Employment Rights Act 1996 (ERA 1996), ‘lay-off’ is given a restricted meaning. It means a situation in which: • the employee is employed under a contract on terms and conditions such that the employee’s remuneration under the contract depends on the employee being provided by the employer with work of the kind which the employee is employed

In this Q&A we have limited our research to cover common issues a product brand owner should be concerned with when contracting with retailers from a commercial contracts and brand protection perspective only. We also refer to a business-to-business relationship between a product brand owner and a retailer. Supply of goods The nature of the contract between the product owner and the retailer is key to assessing potential issues that may arise. We have assumed that your query relates to a simple supply of goods contract between a product brand owner and a retailer, but other routes to market are available such as agency, distribution, franchising etc. Each of these routes carry their own set of inherent advantages and disadvantages. Regarding

It is assumed that Company A is entering into the consultancy agreement as agent on behalf of Company B, and that B will be the recipient of the third party's consultancy service. We have further assumed that the contract has been entered into as a simple contract, and not as a deed, in which case further considerations may apply. The liabilities of each of the parties towards each other will depend upon the manner in which Company A has purported to enter into the agreement on behalf of Company A. Power of attorney Where Company A enters into the agreement in its own name as attorney on behalf of Company B under a properly executed power of attorney issued to it by Company B, then,

The requirements of the Landlord and Tenant Act 1954 Part II of the Landlord and Tenant Act 1954 (LTA 1954) provides for limited security of tenure for business tenancies. The detail of what tenancies benefit from this protection and how the protection operates are outside the scope of this Q&A. LTA 1954, s 38A(1) provides that it is permissible for the parties to contract out of that regime, but LTA 1954, s 38A(3) provides that such an agreement to contract out will be void unless certain requirements are met. The substance of the requirements is contained in the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (the 2003 Order), SI 2003/3096, Sch 2. A notice in the prescribed form must be served. If that notice is served at least 14 days before the tenant

There are six potentially lawful grounds for processing personal data under the UK GDPR: • the data subject has given consent to the processing of their personal data for one or more specific purpose • processing is necessary for the performance of a contract to which the data subject is a party or to take steps at the request of the data subject before entering into a contract • processing is necessary for compliance with a legal obligation to which you are subject • processing is necessary to protect the vital interests of the data subject or another natural person • processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in you • processing is necessary for the purpose of the legitimate interests pursued by you or a third party, except where such interests are overridden by the interests

At common law, it is not possible for a third party to claim against another party’s insurer, as an insurance contract is between the insurer and the policyholder. Therefore, where a person insured under a liability insurance policy becomes liable for injury or damage sustained by a third party, the third party (not being a party to the contract of insurance) has no right to proceed directly against the insurers. Historically, this position was the same where the insured party became insolvent, as the policy money became part of his general assets and the injured third party ranked as an ordinary creditor. The hardship caused by in scenario led to the introduction of a limited system of statutory subrogation, where in the event of the insolvency of the insured, the third party was entitled to be paid the policy money (and if necessary,

The answer depends entirely on the contract between the parties. Standard form contracts provide for the granting of extensions of time and these usually include a provision for force majeure which would include the effects of coronavirus (COVID-19). The JCT standard forms of building contract contain an extension of time provision which defines the contractor’s entitlement to an extension of time by reference to ‘relevant events’. The definition of relevant events includes ‘force majeure’. The JCT standard forms do not contain a definition of force majeure, therefore, it is necessary to consider the common law position as it pertains to frustration. In Davis Contractors v Fareham UDC, the House of Lords gave what is now regarded as the classic definition of the doctrine when it said that frustration: ‘…occurs wherever the law recognises that without default of either party a contractual obligation has become incapable of being performed because the circumstances in which performance is called

The contractual position Construction is an industry where subcontracts are frequently used. The employer enters into a contract with the main contractor, and the main contractor subcontracts all or part of the work to the subcontractor. See Practice Note: Sub-contracting in construction projects. The most common way to hold a main contractor to account for a default by a subcontractor is through a term in the main contract, for example, a term that the main contractor is responsible for 'the acts, defaults and neglects of any subcontractor as if they were the acts, defaults or neglects of the main contractor'. Alternatively, the employer may make provision to acquire directly enforceable rights against a subcontractor, usually by means of third party rights and collateral warranties. See Practice Note: What are collateral warranties? If a subcontractor

Background The Data Protection Act 1998 (DPA 1998) requires all processing of personal data to be 'fair and lawful'. Additionally, that processing must satisfy at least one of the conditions set out in DPA 1998, Sch 2. For the majority of businesses the most significant of these are: • the data subject has given his consent to the processing • the processing is necessary for the performance of a contract to which the data subject is a party (or for the taking of steps at the request of that data subject with a view to entering into a contract) • the processing is necessary for the purposes of legitimate interests pursued by the data controller or by the third party or parties to whom the data are disclosed, except where the processing is unwarranted in any particular case by reason of prejudice to the rights and freedoms or legitimate interests of the data subject So, an initial consideration of the alternatives to consent should often