An indemnity is a covenant by the seller to reimburse the buyer for losses arising from a specified event. In contrast to a warranty claim, the buyer does not have to prove breach (rather it simply has to show that the specified event has occurred), the principle of remoteness of damages does not apply and the buyer is not under a duty to mitigate its loss. The buyer is not required to mitigate their loss under an indemnity where the amount claimed under the indemnity constitutes a debt as opposed to damages for breach of contract, see Jervis v Harris. For further information, see Practice Notes: A guide to share

It isassumed that referrence is made to a services agreement between two businesses in an unregulated supply sector. A comprehensive case law search is beyond the scope of the LexisAsk service. However, the following content will be useful. There may be times when the parties want to vary prices under the contract. In particular, a supplier will be concerned to protect itself against inflation rates increasing over the course of a longer-term agreement. An agreement may therefore include clauses which allow a supplier to increase prices (eg in line with a prices index). For more information, see Practice Note: Price, payment

In these circumstances, the rules of the relevant save as you earn (SAYE) scheme should be carefully checked to ensure that there is no provision which causes the option to lapse at the point that the savings are withdrawn. However, assuming that the option holder is still an employee of the company, it should be noted that SAYE options are more typically structured so that the option does not lapse until the end of six months after the maturity of the savings contract. This approach is reflected in the model SAYE scheme

Often once of the most valuable assets of a long-established business is its address. This value may not be tangible but rather is reflected in the goodwill gained by permanence. If the business occupies the premises pursuant to a lease, the default position will be that it has the right to seek a new lease upon expiration of the term. This protection is afforded by Part II of the Landlord and Tenant Act 1954 (LTA 1954). It is possible for the parties to contract out of the provisions of the LTA 1954, but if this is not provided for in the lease, the right to a new lease will

This question raises the issue of the true status of a document and the legal effect of its terms. In Global 100 Ltd v Laleva, the Court of Appeal held that the proper approach is for the court to first 'identify the legal rights and obligations of the parties as a matter of contract before going on to classify them’. As well as the written terms, the court may look at the circumstances in which the agreement was made, including the reason why the occupier was let into occupation. The

A lease is a contract made between landlord and tenant, supplemented by various statutory provisions which imply terms or prevent the parties from entering into certain terms. In the circumstances, unless prohibited by law, the landlord and the tenant are free to enter into whatever terms and conditions as part of the lease as they wish. Where a landlord wishes to demise premises to a tenant, the lease regulates their respective rights and obligations. The demise of premises gives to the tenant exclusive possession of them for the term of the lease (or any further

Non-contractual claims for breach of confidence In the UK, there is currently no statutory confidentiality protection for trade secrets or confidential information. Their protection derives from common law and equity. Usually when breach of confidence claims come to court, the basis for the action is the court's equitable jurisdiction to restrain misuse of confidential information, but sometimes the claim will include allegations that the breach of confidence is a breach of contract (whether the contractual provision is express or implied). It is settled that, for information to be classed as confidential, and protectable

1 General information Client name(s) [Insert client name(s)] File reference number [Insert file reference number] Matter type [Insert brief description of the matter, eg contract dispute] Fee earner [Insert name of fee earner] Supervisor [Insert name of supervisor] File risk rating(Please tick) ☐ Low☐ Medium☐ High Name of any other parties and relationship to client [State name and of any other parties and relationship to client, eg opponent/seller/buyer] If matter involves a dispute, does the other party have the means to pay? [State what is known about the other

Landlord and tenant covenants There is a fundamental distinction between covenants found in leases that were granted before 1 January 1996, the date on which the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) came into force ('1995 Act tenancies') and those contained in leases granted after that date ('post 1995 Act tenancies'). Pre 1995 Act tenancies are governed by the common law modified by statute while post 1995 Act tenancies are governed by the LT(C)A 1995. Pre 1995 Act tenancies are governed by the doctrines of privity of contract and privity of estate. Under the rules applicable to pre 1995 Act tenancies,

Agreement in relation to [insert brief details of the works/project] at [insert address of works] (incorporating (inter alia) the NEC4 Engineering and Construction Subcontract 2017 with January 2019 Amendments, October 2020 Amendments and January 2023 Amendments 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 Subcontractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Subcontractor] (‘the Subcontractor’) Background (A) [insert name of the Client] (company registration number [insert number]) whose registered office is situated at [insert address of the Client] (‘the Client’) wishes for certain works, namely [insert brief details of the works/project] as more particularly described in this subcontract, to be executed. (B) The Client has appointed the Contractor and the Contractor agreed to be appointed in accordance with the terms and conditions

This current consolidated Data Protection Addendum was published on [insert date]. For previous versions, see [insert URL]. [For details of Updated provisions, see [insert URL].] 1 Definitions 1.1 In this Data Protection Addendum defined terms shall have the same meaning, and the same rules of interpretation shall apply as in the remainder of our Agreement. In addition, in this Data Protection Addendum the following definitions have the meanings given below: Controller • has the meaning given to that term in Data Protection Laws; Data Protection Laws • means, as applicable to either party or the Services: (a) the EU GDPR; (b) the UK GDPR and the UK DPA 2018; (c) any laws which implement or supplement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; Data Protection Losses • means all liabilities arising directly or indirectly from any breach or alleged breach of any of the Data Protection Laws or of this Data Protection Addendum, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage);

This week’s edition of Commercial weekly highlights includes: a Court of Appeal decision in Textor v Iconic Sports Eagle Investment LLC concerning payment and delivery obligations presumed to be performed simultaneously in a share sale agreement, news analysis on the Court of Appeal decision in Zaha Hadid Ltd v Zaha Hadid Foundation concerning termination of an indefinite trade mark licence on reasonable notice and a King’s Bench Division judgment in Sousou Connect Ltd v Abel concerning a contract dispute where the court found no binding agreement due to lack of clear offer, acceptance and agreed terms.