IN THE [COUNTY COURT AT [Insert] OR HIGH COURT] Claim No. [Insert claim number] Parties: [Mrs Jane Bloggs]        Claimant -and- [A Care Home]        Defendant __________________________________ PARTICULARS OF CLAIM __________________________________ The parties 1 The Claimant was at all material times under the care of the Defendant, its employees or agents in respect of her nursing and personal care. 2 At all material times the Defendant operated, managed and administered a private residential care home known as [A Care Home], situated at [Address] (‘the care home’). 3 At all material times referred to below: 3.1 the Claimant was under the care of the Defendant and the Defendant owed a direct non-delegable duty to the Claimant in respect of that care; 3.2 The Defendant’s staff, agents and employees owed the Claimant a duty of care in contract and/or tort to treat them with reasonable professional care, competence and skill; and 3.3 The said staff, agents or employees had the care of the Claimant pursuant to their contracts of engagement or employment with the Defendant, and, accordingly, the Defendant is liable to the Claimant for any negligent acts or omissions and/or breaches of contract, as well as being directly

Strictly private and confidential To: [Insert potential seller name] [Insert potential seller address] (the Seller) FAO: [Insert name of relevant contact at the potential seller] Date: [insert date] SUBJECT TO CONTRACT Dear [Insert name of relevant contact at the potential seller], Proposed acquisition of the business of [insert description of the business to be acquired] (the Business) and assets (the Assets) of [insert potential seller name] (the Seller) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [insert buyer name] or a member of our group of companies (the Buyer), propose to acquire the Business and the Assets from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are the parties. 1.2 The terms in this letter are not exhaustive and[, with the exception of paragraphs 8.3, 9, 10, 11 and 12,] are subject to contract and not intended to be legally binding on the parties. Neither party to this letter shall be legally bound to proceed with the Proposed Acquisition unless and

Public Law analysis: The Administrative Court found that in a case where the Secretary of State for the Home Department (the defendant) had removed support under the Modern Slavery Victim Care Contract (‘MSVCC’) based on guidance which was found to be unlawful in another case before the Administrative Court, it was appropriate to grant mandatory interim relief to the claimant for the reinstatement of his support. There was clearly a strong prima facie case in the underlying judicial review and the balance of convenience lay with the claimant. Written by Imogen Sadler at 4-5 Gray’s Inn Square.

Property Disputes analysis: Corvan (Properties) Ltd v Abel-Mahmoud involved ordinary principles of construction being applied to a management agreement between a landlord and a management company in deciding whether it was a ‘qualifying long-term agreement’ under the Landlord and Tenant Act 1985 (LTA 1985). The contract was a qualifying long-term agreement and there was no basis to imply additional words as sought by the landlord. Brie Stevens-Hoare QC of Hardwicke Chambers comments on the ruling, which also confirmed that the deciding factor was the minimum length of commitment, not the maximum.

The Medicines and Healthcare products Regulatory Agency (MHRA) announced on 8 August 2025 that it will no longer routinely contact UK licence holders about US Food and Drug Administration (FDA) Warning Letters. The agency now requires manufacturing and wholesale licence holders, plus Active Pharmaceutical Ingredient (API) registration holders, to independently monitor and risk assess these warnings. Companies must notify MHRA's Defective Medicines Report Centre if medicines are defective, or the Inspection Action Groups regarding regulatory compliance. The change affects companies using contract manufacturers or API suppliers that receive FDA Warning Letters for UK-marketed medicines.

This week's edition of Construction weekly highlights includes a case in which the Technology and Construction Court (TCC) considered the termination procedure provisions in the JCT Design and Build Contract (Providence v Hexagon), a report on a meeting between the Construction Leadership Council (CLC) and the Building Safety Regulator (BSR) to discuss concerns relating to building control applications, guidance on non-determination applications for higher-risk building procedures updated by the Ministry of Housing, Communities and Local Government (MHCLG), guidance published by the Cabinet Office on the Procurement Act 2023 (PA 2023), and approval of the 171st Practice Direction (PD) update to the Civil Procedure Rules (CPR).

Dispute Resolution analysis: the High Court considered whether Kennedys Dubai LLP (Kennedys Dubai) could rely on a £3m liability cap in its retainer with Convrgnt Value Engineering LLC (CVE). The court held that the relevant provisions of the Unfair Contract Terms Act 1977 (UCTA 1977) did not apply because, without the parties’ express choice of English law, the retainer would have been governed by Dubai law. The judge nevertheless said that, had UCTA 1977 applied, the £3m cap would have been unreasonable. The court also held that the cap covered CVE’s restitutionary claims and rejected CVE’s arguments that misrepresentation or estoppel prevented Kennedys Dubai from relying on it.

ARCHIVED: This Practice Note has been archived and is not updated. It is for background information only. Introduction Despite its name, the provisions of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) are of general application to companies in the UK and not only to small-to-medium enterprises. While the SBEEA 2015 relates mostly to corporate matters and companies' administration, some provisions may impact on certain aspects of financing transactions, which finance practitioners should be aware of. These include: • the abolition of bearer shares • empowering provisions to nullify any ban on invoice assignment • varying the powers of the Export Credits Guarantee Department (ECGD) • changes to the powers of administrators and liquidators which may have an effect on insolvency and restructuring practices • streamlining public procurement practices, and • changes to company administration The SBEEA 2015 received Royal Assent on 26 March 2015 and will be implemented in various stages. For a full timetable of the dates on which

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: Applicable Law • means the following to the extent forming part of the law of United Kingdom (or a part of the United Kingdom) as applicable and binding on either party or the Services: (a) any law, legislation, regulation, byelaw or subordinate legislation in force from time to time; (b) the common law and laws of equity as applicable to the parties from time to time; (c) any binding court order, judgment or decree; or (d) any applicable direction, policy, rule or order made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business; Controller • has the meaning given to that term in Data Protection Laws; Data Protection

Defined terms: In addition to the definitions below, this Precedent also uses the defined terms ‘Agreement’, ‘Business Day’, ‘Customer’, ‘party’ / ‘parties’, ‘Services’ and ‘Supplier’, which are not specific to data processing and which it is assumed are separately defined in the relevant agreement. See the drafting notes for further guidance. The Schedule 1 Definitions and interpretation 1.1 In this Schedule: Adequacy Regulation • means any valid adequacy regulation as referred to in Article 45A of the GDPR; Attached Standard Contractual Clauses • means the provisions set out in [Annex [insert] to ] Appendix 7; Binding Corporate Rules • means the binding corporate rules referred to in Appendix 6; Controller • has the meaning given in Data Protection Laws; Data Protection Impact Assessment • shall be construed in accordance with Data Protection Laws; Data Protection Laws • means all applicable laws relating to the processing, privacy, and/or use of Personal Data, as applicable to either party or the Services, including: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement or supplement any such laws; and (d) any laws which replace, extend, re-enact, consolidate or amend any of the foregoing; Data Protection Supervisory Authority • means [any regulator, authority or body responsible

Defining counterparty risk Counterparty risk refers to the risk that one party takes in entering into derivative contracts with a particular party. This may introduce a number of risks, including reputational or legal risk, but the principal risk is credit risk. This is the risk of that counterparty failing to honour its obligations as and when they become due. Reputational risk can be dealt with at the beginning of negotiations in a decision whether to trade with that counterparty and legal risk can similarly be addressed through legal advice and contractual negotiation. However, the credit risk on a counterparty will continue through the life of a transaction and, as such, will require constant monitoring and the ability to reconsider transactions with that party should the risk be considered to have changed in a material respect. Measuring counterparty risk The creditworthiness of a counterparty to a derivative contract may change during the life of a contract. This is particularly true where derivative contracts have long dated maturities. Consequently, the counterparty’s credit quality needs to be measured on a regular

Frustration is a doctrine in English law comprising a common law right to terminate a contract where a frustrating event occurs after the contract date. See Practice Note: Discharge by frustration. Frustration is a particularly difficult claim to succeed with. It introduces an element of uncertainty into contractual relations which the courts are not favourable to. For guidance on the steps involved in analysing a potential frustration scenario, see Practice Note: Frustration event analysis—a practical guide. It is also worth considering the below cases both for general guidance on the various steps involved and by way of illustration of the court’s approach. The cases are listed in reverse chronological order. However, it is critical to bear in mind that each case will be fact sensitive and therefore decided on its own merits, particularly with regard to the ‘multi-factorial approach’ espoused in Edwinton Commercial Corp v Tsavliris Russ (Worldwide Salvage and Towage) Ltd, The Sea Angel. The common law doctrine of frustration is sometimes considered alongside the contractual right of parties to suspend and/or terminate