Where a contract states that ‘time is of the essence’ in respect of the performance of an obligation stipulated in the contract, it means that there is a requirement that the obligation is performed within the timescale specified. Failure to do so results in a breach of contract. See Practice Note: Time of the essence. Time of the essence clauses can be used in

This Practice Note considers exclusivity in the context of contract negotiations. It examines negotiations and agreements to agree, exclusivity or lock-out agreements, the duty to negotiate in good faith, options, rights of first refusal or pre-emption, and break fees. For a template exclusivity agreement, see Precedent: Exclusivity agreement—commercial contracts. Negotiations and agreements to agree Negotiations between parties to agree and conclude a deal can be long-winded, difficult and with many changes to terms. There is often a significant investment of time and cost, including legal and accounting fees, that may prove to be wasted if the parties are unable to agree and finalise the deal. Conditions can change due to external factors, and the results of investigations may change the value of the subject of the deal as well as the negotiating positions of the parties. Where parties are considering a collaboration or joint venture project or a joint tender situation, there may be a period of due diligence where the parties explore how they may work together and agree roles and responsibilities. This is understandable

For a contract to be subject to section 26(1) or (2) of the Unfair Contract Terms Act 1977 (UCTA 1977) (ie an international supply contract) it must meet two requirements: ‘(3) Subject to subsection (4), that description of contract is one whose characteristics are the following— (a) either it is a contract of sale of goods or it is one under or in pursuance of which the possession or ownership of goods passes; and (b) it is made by parties whose places of business (or, if they have none, habitual residences) are in the territories of different States (the Channel Islands and the Isle of Man being treated for this purpose as different States from the United Kingdom). (4) A contract falls within subsection (3) above only if either— (a) the goods in question are, at the time of the conclusion of the contract, in the course of carriage, or will be carried, from the territory of one State to the territory of another; or (b)

Schedule of amendments to the jct intermediate building contract with contractor’s design 2016 The Contract comprises the completed the Intermediate Building Contract with contractor’s design 2016 published by the JCT subject to the following amendments: RECITALS Seventh Recital Seventh Recital Delete the first sentence and replace with the following:‘The Contractor has inspected the Site and satisfied himself as to its dimensions, location and other relevant matters, has examined the Employer’s Requirements and is satisfied that the Contractor’s Proposals will meet the Employer’s Requirements, and has agreed to accept responsibility for the entire design contained in the Employer’s Requirements and the Contractor’s Proposals.’ Ninth Recital Ninth Recital Delete and replace with:‘The Contractor has supplied the Architect/Contract Administrator with a master programme and a Schedule of Information Requirements.’ ARTICLES Article 5 Article 5 In the first line after ‘for the purposes of the CDM Regulations’, insert ‘and the Dutyholder Regulations’ Article 6 At the end insert: Article 6 In the first line, after ‘for the purposes of the CDM Regulations’, insert ‘and the Dutyholder Regulations’‘The Contract Sum includes the Contractor’s price for fulfilling the duties of Principal Contractor.’ Article 8

This Checklist is intended for in-house lawyers. It sets out the clauses you should consider to protect your organisation in both existing and new contracts in the event of a pandemic. It should be read in conjunction with Practice Note: Pandemic risk management guide. See also Practice Note: Drafting for unforeseen events—commercial contracts Clause Existing contract New contract Force majeure See Q&As:—Can my force majeure clause protect me against the economic impact of coronavirus (COVID-19)?—Is a force majeure clause enforceable in a business-to-consumer contract because of coronavirus (COVID-19)?—Does coronavirus (COVID-19) qualify as a biological contamination for the purposes of a definition of force majeure? Force majeure is defined as a list of event and does not have any broader wording such as ‘without limitation’ or similar?—Where a force majeure event is defined as something beyond a party's reasonable control 'including but not limited to' a list of specified events, would a court consider that list as indicative of the type of event that would constitute a force majeure event?See also Precedent: Force majeure

Which sums are apportioned at completion? When a property is being sold the parties need to agree in the contract how income and outgoings are to be dealt with at completion. The contract should deal with the apportionment of occupational lease yearly rents and (if the property is leasehold) the headlease rents. In this note, we assume that the rents are paid in advance (as is usual) and not in arrears. If rents are paid in arrears, all that is needed is for the buyer to make a payment to the seller following receipt on the quarter day immediately following the completion date (and a specific contract provision should be included). Which sums are not apportioned? The following do not generally form part of the apportionment exercise: • insurance sums (these are usually dealt with separately—the seller cancels the policy and pays over any refund to the buyer to hold on trust for the occupational tenants. See Practice Note: Buyer’s contract negotiation guide—insurance and risk • service charge (again this is usually dealt with separately, not least as

The purpose and status of the Bill of Quantities in a construction contract depends on the pricing/procurement route that has been adopted (see Practice Note: Construction contract documents). The rates contained in the Bill of Quantities will be inserted by the Contractor at tender stage or during pre-contract negotiations. The Bill of Quantities is, in some circumstances, provided to the contractor at tender stage purely to allow it to calculate its price. However, depending on the terms of the contract, the Bill of Quantities may or may not be part of the contract (ie a contract document) and this could affect the ability of the parties (or others acting on their behalf) to vary its contents. The Quantity Surveyor (QS) might seek to vary the rates in the Bill of Quantities if it disagrees, for some reason, with

Agreement in relation to [insert brief details of the works/project] at [insert address of works] (incorporating (inter alia) the JCT Intermediate Sub-Contract Agreement 2016 (ICSub/A 2016) and JCT Intermediate Sub-Contract Conditions 2016 (ICSub/C 2016) as modified and supplemented in the manner indicated in this Agreement and the Schedules hereto). This Agreement is made on the [insert number] day of [insert month] 20[insert year]. Parties 1 [insert name of the Contractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Contractor] (‘the Contractor’); 2 [insert name of the Sub-Contractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Sub-Contractor] (‘the Sub-Contractor’). Now it is agreed that: 1 Interpretation In this Agreement words and expressions shall have the meanings that are respectively assigned to them in the JCT ICSub/A 2016 and the JCT ICSub/C 2016, referred to in and modified and supplemented in Schedule 1 and/or Schedule 2. 2 The contract This Agreement, together with the following documents, constitute the ‘contract’ and are in the following order of priority in the event of any discrepancies contained within them: 2.1 this

Schedule of amendments to the jct Construction Management trade contract 2016 The Trade Contract comprises the completed Construction Management Trade Contract 2016 (CM/TC 2016) published by the JCT subject to the following amendments: RECITALS [ See drafting note ] ARTICLES Article 6 Article 6 Principal Designer After ‘for the purposes of the CDM Regulations’, insert ‘and the Dutyholder Regulations’. Article 7 Article 7 Principal Contractor After ‘for the purposes of the CDM Regulations’, insert ‘and the Dutyholder Regulations’. Article 8 Article 8 Arbitration Delete Article 8 and insert ‘Not used.’ Article 10 Insert new Article 10 as follows: ‘Article 10 [To be added on the face of the contract] Schedule of Amendments The Employer and the Trade Contractor agree that the modifications in the Schedule of Amendments attached hereto (as initialled by the Parties) shall be incorporated into this Trade Contract and the provisions of the Agreement, the Conditions and the Schedules annexed to the Conditions shall have effect as modified by the Schedule of Amendments which together comprise the ‘Trade Contract’. If there is any discrepancy between the Agreement and/or the Conditions and the Schedule of Amendments, the wording of the

The normal principles of agency apply to solicitors so that, where authorised to do so, a solicitor agent will have the power to bind their client to a contract. If they are not authorised or the relevant act is outside the scope of the relevant authority, the contract will not be binding upon the client. See Practice Notes: Nature and types of agency and Agent and principal relationships with third parties. Authority may be general or limited to specific matters. No particular formalities are required but it is advisable to use a written agreement. The most common types of authority are: • actual (express or implied) • apparent (or ostensible) See Practice Notes: Scope and authority of the agent and Forming enforceable contracts—agent's authority to contract. Where authority is actual and express this may be as a result of a consensual agreement between the solicitor and client to which only they are parties which could take a variety of forms: • retainer—the retainer might authorise a

[insert address of recipient]  Date: [insert date]  Dear [insert name of prospective/proposed contractor], [insert project name]  1 We refer to our Invitation to Tender dated [insert date] [and your selection as preferred bidder] in relation to [insert description of the project] (the Project). In consideration of us disclosing Confidential Information to you and your representatives [and the payment to us of the sum of £1, receipt of which is acknowledged] in relation to the Project you (on your and on behalf of your representatives) agree to the terms set out in this letter. 2 For the purposes of this letter Confidential Information means any and all information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly) and of whatever nature which is confidential in nature or may reasonably be considered to be commercially sensitive and which relates to the Project or otherwise to our business and affairs [and that of our group of companies] disclosed

The issue of what sort of contract or statement an employee is entitled to depends not on where the employer is based but on where the employee works. All employees who are working in Great Britain are entitled to a written statement of particulars of employment, with the exception of an employee whose employment continues for less than one month, and a person employed as a seaman. For further information, particularly in relation to what the written statement of particulars must include, see: • Practice Note: Written statements of employment particulars—to 5 April 2020