This Practice Note considers the issues arising out of multi-party and/or multi-contract arbitration proceedings under the 2021 International Chamber of Commerce (ICC) Rules of Arbitration (ICC Rules). These can involve joining additional parties by way of a request for the joinder of additional parties to arbitration proceedings made before or after the confirmation or appointment of any arbitrator, making claims between multiple parties and/or against additional parties, making claims under more than one contract and/or multiple arbitration agreements, and the consolidation of proceedings. The 2021 ICC Rules apply to any ICC arbitrations commenced on or after 1 January 2021 unless the parties expressly agree that an earlier version of the ICC Rules will apply (eg, in the arbitration clause). For an introduction to the 2021 ICC Rules, see Practice Note: ICC—introduction to the ICC and arbitration under the ICC Rules. For links to guidance on the 2017 and 2012 editions of the ICC Rules, see: ICC arbitration—overview. Joinder of additional parties—introduction Article 7 of the ICC Rules deals with requests to join

Agreement in relation to [insert brief details of the works/project] at [insert address of works] (incorporating (inter alia) the JCT Intermediate Sub-Contract with sub-contractor’s design Agreement 2016 (ICSub/D/A 2016) and JCT Intermediate Sub-Contract with sub-contractor’s design Conditions 2016 (ICSub/D/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/D/A 2016 and the JCT ICSub/D/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

The general rule is that where an asset is disposed of under an unconditional contract, disposal is treated as taking place when the contract is made (section 28(1) of the Taxation of Chargeable Gains Act 1992). This does not mean that the contract itself is a disposal. If the contract is never completed, there will normally have been no disposal, despite

A contract is a legally binding agreement that grants rights and creates duties. It can be oral, written or partly written and partly oral or inferred entirely from the conduct of the parties. For a contract to be effective, four key elements must be present: • offer • acceptance • consideration, and • the intention to create legal relations Uncertainty of terms in contracts may result in contracts being unenforceable, although the courts are usually willing to find certainty if possible. Traditionally, contracts which contain an agreement to agree certain contractual terms in the future have been held unenforceable as being too uncertain. The existence of a binding contract is determined by an objective test, whether: • on the basis of the evidence, the reasonable man would say that the parties were in agreement and had intended to create legal relations (the test disregards the parties’ own views), and • the contract is sufficiently certain

Introduction It is important to ensure that when contracting in a business to business context, there is as much contractual protection for a party as its bargaining position will allow. This Checklist considers how certain key contractual clauses can manage risk in contracts and protect businesses (from the perspective of both supplier and customer) and how these clauses can be negotiated to gain maximum benefit from them. Key provisions General comments Payment Payment security Check that the entity you are buying from or selling to is financially secure by obtaining a credit check. Consider whether some form of payment guarantee is required, eg: • a parent company guarantee • a letter of credit or performance bond from a bank Customer Supplier Is the supplier financially able to meet your supply requirements? Will the customer be able to meet its payment obligations? Consider the need for credit insurance. It is important to continue doing credit checks on the customer throughout the duration of the contract to manage overall exposure to financial risks. Payment

A non-solicitation clause is a restriction which expressly prohibits a party from soliciting certain defined individuals. The clause may be drafted so that the restriction applies for the duration of the contract term and/or for a set period following termination. For an example which has optional wording to extend the restriction for a period of time following termination or expiry, see Precedent: Non-solicitation clause—commercial contracts. Non-solicitation clauses in commercial agreements limit the freedom of one party to carry on their business in a particular manner for a period of time. As such, they are a restraint of trade. Restraint of trade clauses have the potential to be void and unenforceable unless they protect a legitimate business interest and are drafted to be no wider than necessary to protect that same interest. For more information, see Practice Note: Decisions on restrictive covenants in commercial contracts. Generally, whether a contractual

The general rule is that contractual obligations that a person enters into will subsist after their death, although this will depend on the specific terms of the contract. Where the contract is of a personal

The employee may, during their employment, be granted rights upon the terms and subject to the conditions of the rules from time to time of [name of option/equity scheme] or any other profit sharing, share incentive, share option, bonus or phantom option scheme operated by the Company or any other Group Company with respect to shares in the Company or any other Group Company (the Award). If on termination of the employee’s employment (whether by the employee or the Company and, in each case, whether lawfully, unlawfully or in breach of contract): • the employee loses any of the rights or benefits under such scheme[s],

This Practice Note provides guidance on preparing a contract bundle or title pack in a residential conveyancing transaction. It looks at: • the seller’s duty of disclosure and how investigation of title by the seller’s conveyancer and preparation of a comprehensive title pack enables the seller to comply with their duty of disclosure • the requirements of the Law Society’s Conveyancing Protocol 2019 (Protocol) • the contents of the title pack or contract bundle It is assumed that the property in question is registered. For unregistered land, see Practice Notes: Deducing title to unregistered land—compulsory first registration, party to register, evidence of title, good root of title and unbroken chain of ownership and Deducing title to unregistered land—stamp duty, mortgages, execution of documents, missing title deeds, sales of part and other considerations. Seller’s duty of disclosure in property transactions The underlying principle in property transactions is ‘caveat emptor’ or ‘let the buyer beware’. In other words, the risk is with the buyer to

The Practice Note: Termination and expiry of contracts sets out the law, guidance and practice relating to terminating an agreement, including the practical and legal consequences of the method chosen to end the agreement, whether the termination has arisen because of a contractual provision to terminate, by way of rescission of the agreement or because of a breach of contract. While it is possible for a business-to-business contract to not expressly provide for termination rights, this will not override the right of either party terminate the contract with reasonable notice. In the past, there was a rebuttable presumption that if a contract had no provisions about term or termination it was permanent and irrevocable. Nowadays, the courts tend to look at the agreement to see what the parties' intention was. The general rule is that a contract can be terminated on reasonable notice (except for certain statutory exceptions such as commercial agency arrangements). What is reasonable will depend on the circumstances; the factors that a court

This is a complex area and much will turn on the facts. Does A have a complete defence to B's claim or just a partial defence? A defence to a claim arises if the party bringing the claim repudiated the contract before the alleged breach took place. Generally, a repudiatory breach occurs when one party to a contract declares its intention not to perform its primary obligations under the contract. The obligation must go to the very core of the contract and substantially deprive a party of the absolute benefit that the contract was intended to provide. Anticipatory breach can result in repudiation. An anticipatory breach occurs where a reasonable person would believe that the party does not intend to fulfil its obligations under the contract. An anticipatory breach

A repudiatory breach is a breach of contract that gives the innocent party the right to treat the contract as being disregarded and entitling the innocent party to refuse to be bound by its terms. Not all contract breaches are repudiatory, a repudiatory breach must substantially deprive the innocent party of the absolute benefit that the contract was intended to provide. Breaches of both the conditions of a contract or serious breaches of an intermediate/innominate term that goes to the root of the