Common law—implied terms Reasonable care and skill Where a purchaser buys a house from a builder: • in the course of construction, or • who contracts to build it common law implies a term that the builder will do his work in a good and workmanlike manner. There is also a term implied that the builder will supply good and proper materials. Fit for human habitation Common law also implies a term that the house will be reasonably fit for human habitation. Liability extends to bad design, not just poor materials or workmanship. The Court of Appeal held that the term applied where a purchaser bought a house from a builder when it was complete apart from decorations, certain fittings and plastering in one room. Subject to the Unfair Contract Terms Act 1977 (UCTA 1977), under which liability can only be excluded if reasonable, the implied terms can be displaced by the express terms of the contract. However, they will not be displaced simply because a house is built in accordance with agreed

It was established under the stamp duty rules that relief should be available to a person who has contracted to buy an interest in land but contracts to sell or assign the rights under the contract before the contract is completed. This rule was transposed into the stamp duty land tax (SDLT) regime in section 45 of the Finance Act 2003 (FA 2003) (as originally enacted). The section effectively prevented a charge that would otherwise have arisen on an acquisition of a chargeable interest at the same time as a disposal of the same interest to another person. This was primarily used for sub-sales, but the original provision referred to the 'transfer of rights' and hence it also applied to other transactions, including an assignment of rights. However, this section was used in a number of SDLT planning structures for both commercial and residential properties. The use of this provision in SDLT planning structures was considered in a number of cases including DV3, Allchin and Vardy. Parliament and HMRC took the view that this provision was being

[ On letterhead of the Investor ] Strictly private and confidential [insert Manager names] [insert contact address of Managers] (Managers) Date: [insert date] SUBJECT TO CONTRACT Dear Managers, Proposed investment in [insert name and registered number of company] (Company) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we have agreed to make an investment with you in the Company (Proposed Investment). 1.2 The terms in this letter are not exhaustive and, with the exception of this paragraph 1.2 and paragraphs 14, 15, 16, 17 and 18, are subject to contract and not intended to be legally binding on the parties. No party to this letter shall be legally bound to proceed with the Proposed Investment unless and until a formal written [ share purchase agreement OR asset purchase agreement] is entered into. 1.3 Following the Proposed Investment, it is intended that the Company will acquire [the entire issued share capital OR the business] of [insert name of target] Limited ([MBO OR MBI] and together with the Proposed Investment referred to as the Proposal). 2 Funding Requirement and Arrangements 2.1 It is assumed that the Company’s funding requirement will be as follows:

Service • Procedural errors in service (CPR 3.10)—illustrative decisions • Extending time for service of the claim form—illustrative decisions • Alternative service—illustrative decisions • Alternative service—illustrative decisions (cross-border) • Dispensing with service of documents—illustrative decisions Claims and remedies • ESG litigation—key and illustrative decisions • Contract disputes—key and illustrative decisions (2024–2025) • Force majeure—key and illustrative decisions • Frustration—key and illustrative decisions • Compensation claims by data subjects under UK data protection laws—key case tracker • Civil fraud—illustrative decisions (2024–2026) • Cryptoassets for Dispute Resolution lawyers—key and illustrative decisions • Claims against directors—illustrative decisions • Unfair prejudice claims—illustrative decisions • Claims against directors—key and illustrative decisions [Archived] • Unfair prejudice claims—key and illustrative decisions [Archived] • Derivative claims—key and illustrative decisions [Archived] • Reflective loss—key and illustrative decisions [Archived] • Negligence claims—illustrative decisions (2020–2024) [Archived] • Civil fraud—key and illustrative decisions (December 2019–December 2023) [Archived] • Contract disputes—key and illustrative decisions (2020–2023) [Archived] Injunctions • Injunctions—illustrative decisions • Freezing injunctions—illustrative decisions • Search and imaging orders—illustrative decisions • Proprietary freezing injunctions—illustrative decisions • Injunctions—key and illustrative decisions (September 2019–2024) [Archived] • Freezing injunctions—key and illustrative decisions (2020–2024) [Archived]

This Practice Note considers the role of the Engineer under the FIDIC Red and Yellow Books 2017. For more information on these contracts, see Practice Notes: FIDIC contracts—introduction to the Red Book 2017 and FIDIC contracts—introduction to the Yellow Book 2017. The FIDIC Silver Book 2017 has an ‘Employer’s Representative’ rather than an Engineer and is outside the scope of this Practice Note (see Practice Note: FIDIC contracts—introduction to the Silver Book 2017). For guidance on the role of the Engineer under the FIDIC Red and Yellow Books 1999 and the FIDIC Pink Book 2010, see Practice Note: FIDIC contracts (pre-2017 editions)—the role of the Engineer. Who is the Engineer? The Engineer is ‘the person named in the Contract Data appointed by the Employer to act as the Engineer for the purposes of the Contract, or any replacement appointed under Sub-Clause 3.6 [Replacement of an Engineer]’ (Sub-Clause 1.1.35). It forms part of the ‘Employer’s Personnel’ as defined in Sub-Clause 1.1.3.2. In the FIDIC Red and Yellow Book 2017

[ On letterhead of the Investor ] Strictly private and confidential [insert company name] [insert company address] [insert Founder names] [insert contact address of Founders] (Founders) Date: [insert date] SUBJECT TO CONTRACT Dear Directors and Founders, Proposed investment in [insert name and registered number of company] (Company) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we have agreed to make an investment in the Company (Proposed Investment). 1.2 The terms in this letter are not exhaustive and, with the exception of this paragraph 1.2 and paragraphs 12, 13, 14, 15 and 16, are subject to contract and not intended to be legally binding on the parties. No party to this letter shall be legally bound to proceed with the Proposed Investment unless and until a formal written subscription and shareholders’ agreement is entered into. 2 Equity 2.1 The Investor will subscribe for the institutional equity as follows: Class of shares Number of shares Nominal Value per share Subscription Price (per share) Institutional loan notes (amount) [Preferred Shares] [insert amount] [insert amount] [insert amount] [insert amount] [The Investor reserves the right to invite other institutional investors to subscribe, at an appropriate time, for a proportion of the institutional loan

Introduction The Industry Mutual Hold Harmless Scheme (IMHH) was introduced in 2002 following an in-depth cross-industry consultation process, facilitated by Leading Oil and Gas Industry Competitiveness (LOGIC). The purpose of the IMHH’s introduction was to fill the ‘contractual gap’ among contractors where the LOGIC Standard Conditions of Contract (the ‘LOGIC Standard Conditions’) (or other contracts that use a ‘small family’ indemnity regime (see below)) were used. The LOGIC Standard Conditions are standard form conditions of contract produced by LOGIC that were originally developed to apply to the lifecycle of oil and gas activities, such as on- and off-shore services, well services and construction but are also now used in relation to offshore renewable power projects, such as with respect to the construction and/or maintenance of offshore wind farms (including related transmission infrastructure) and also in relation to the construction and maintenance of electricity interconnectors. This IMHH regime is also usually adopted in offshore projects where newly built infrastructures are in close proximity to existing infrastructure

This Checklist outlines key provisions and issues for consideration when drafting and negotiating time of the essence clauses. For a Precedent time of the essence clause together with detailed drafting notes, see Precedent: Time of the essence clause. For information on time of the essence, exceptions to the general rule and practical issues to be considered by customers and suppliers, see Practice Note: Time of the essence. Legal Issues General comments What to watch out for Nature of the term: condition, innominate term or warranty Time will be of the essence where the parties expressly stipulate that time will be of the essence. If time is of the essence, a delay may give rise to the right to terminate the contract and a right to recover damages.In the absence of express wording, for time to be of the essence it must be a condition of the contract. If the provision dealing with time is construed as an innominate term or a warranty, it will give rise only to an entitlement to damages, unless the

Please read these API Terms of Use carefully before using the API. By using the API, You agree to be bound by theM In these API Terms of Use, We or API Licensor means [insert company name] (a company incorporated in [England and Wales] under number [insert registered company number] whose registered office is at [insert address]) and You or API Licensee means you (and if you are using the API on behalf of a legal person, business or other organisation (Organisation) includes You and also such Organisation). Plural variations of the terms defined in this section shall be interpreted accordingly. By using the API on behalf of any Organisation, You represent and warrant (promise) that You have all necessary capacity and authority to enter into these API Terms of Use on behalf of such Organisation as a legally binding contract between such Organisation and Us in all applicable jurisdictions and that the Organisation enters into such contract. We may update these API Terms of Use, the [eg the Data Protection Addendum ] and any[

Date: [insert date] Subject to contract 1 Introduction 1.1 These heads of terms set out the principal terms and conditions upon, and subject to, which [insert name of first shareholder] (Party A) and [insert name of second shareholder] (Party B) are proposing to enter into a joint venture to [insert purpose of joint venture] (the Proposed Joint Venture). Each of Party A and Party B is a party and together they are the parties. 1.2 The terms in this document are not exhaustive and[, with the exception of paragraphs 7.2, 8, 9, 10, 11 and 12,] are subject to contract and not intended to be legally binding on the parties. Neither party to this document shall be legally bound to proceed with the Proposed Joint Venture unless and until a formal written joint venture agreement is entered into. 2 The joint venture Party A and Party B wish to enter into the Proposed Joint Venture to [insert purpose of joint venture and intended business and scope]. 3 Structure 3.1 The parties intend that the Proposed Joint Venture will take the form of a private limited company incorporated in England

Date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) [ background (A) By a sale and purchase agreement (the Contract) dated [date] the Seller agreed to sell the Property to the Buyer. (B) The transfer of the Property made between the Seller and the Buyer was completed [today OR [date]] (the Transfer). (C) This deed is supplemental to [both the Contract and] the Transfer.] 1 Definitions In this Deed, the following definitions apply: [Affordable Housing • [social rented, affordable rented and intermediate subsidised housing available to persons who cannot afford to rent or buy housing generally available on the open market OR has the meaning given to that expression in Annex B of the National Planning Policy Framework current today];] Appeal • an appeal by the Buyer (whether or not acting jointly with the Tenant) to the Secretary of State under section 78 of TCPA 1990; Approval • any approval, consent, permission

ARCHIVED: This Practice Note has been archived and is not maintained. The Construction case tracker is a list of key judgments from 2020 considered relevant to construction lawyers, with cases listed in reverse chronological order. See also: • Construction law case tracker • Construction case tracker—2019 [Archived] • Construction case tracker—2018 [Archived] • Construction case tracker—2017 [Archived] • Construction case tracker—2016 [Archived] • Construction case tracker—2015 [Archived] Public procurement cases are listed in the UK public procurement case tracker and the EU public procurement case tracker. Key upcoming appeal cases are listed in the Construction horizon scanner (Appeal cases). Judgment date Case Topic News Analysis Summary 31 Dec 2020 JSM Construction Ltd v Western Power Distribution (West Midlands) Plc [2020] EWHC 3583 (TCC) Payment Court considers requirements of HGCRA 1996, s 109 and s 110 (JSM Construction v Western Power Distribution) The claimant argued that, because the parties’ contract contained no final account regime, the contract did not provide an adequate payment mechanism as required by section 110 of the Housing Grants, Construction