A repudiatory breach is a breach of contract that goes to the very core of the contract and 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.

A certificate issued under a building contract after all works, defects rectification, and the final account have been completed. Depending on the wording of the contract, it may be conclusive as to such matters as payments under contract and the quality of work executed.

THIS PRACTICE NOTE APPLIES TO SCHEMES THAT WERE CONTRACTED-OUT SALARY-RELATED (COSR) SCHEMES BEFORE 6 APRIL 2016 For a scheme to contract out on a salary-related basis (also known as DB contracting-out), the sponsoring employer had to hold a contracting-out certificate in relation to that scheme. Where the scheme was a multi-employer scheme, a certificate could, in certain circumstances, be issued to the holding company, with a schedule detailing which subsidiaries are covered by the certificate. Such a certificate was known as a holding company contracting-out certificate. For more information, see Obtaining a DB contracting-out certificate before 6 April 2016 [Archived]—Types of contracting-out certificates. Over time, it might have been necessary to surrender a contracting-out certificate, eg: • as a result of a decision to contract back into the additional State pension, or • following a group restructuring where a company holding a contracting-out certificate ceased to have any employees This Practice Note sets out the procedures that had to be followed, before the abolition of DB contracting-out

This Practice Note examines the practical steps an employer should consider when faced with actual, threatened or suspected unlawful competitive activity by a current or former employee, before issuing substantive court proceedings. Need to avoid repudiatory breach Where the alleged unlawful competitive activity is being undertaken by one or more of the employer's existing employees, the over-arching issue for the employer to bear in mind at all times when dealing with the employee(s) concerned is to avoid acts (or omissions) which may give the employee grounds to claim constructive dismissal, ie any actual or anticipatory breach of contract by the employer that goes to the root of the contract so as to be sufficiently serious to justify the employee's resignation without notice. For further guidance on the legal and practical issues to consider in relation to constructive dismissal generally, see Practice Note: Constructive dismissal. If such acts or omissions do occur, the employee may opt to accept the employer's breach, resign and claim constructive dismissal. The employee will also readily allege constructive dismissal,

Deed dated [insert date] under section 38 Highways Act 1980 relating to construction and adoption of roads at [insert text] between: Parties 1 [insert name] of [insert address] (the ‘Council’) 2 [insert name] of [insert address] [incorporated in England and Wales with company registration number [insert number]] (the ‘Developer’) 3 [[insert name] of [insert address] [incorporated in England and Wales with company registration number [insert number]] (the ‘Mortgagee’)] 1 Definitions 1980 Act • the Highways Act 1980; 1990 Act • the Town and Country Planning Act 1990; 1991 Act • the New Roads and Street Works Act 1991; [Bond • a bond substantially in the form at Schedule 1, Appendix 4 from a bank or other institution first approved in writing by the Council to secure the obligations to carry out and complete the Works;] [Charge • the charge appearing at entry [insert entry number] on the charges register of title number [title number] at [insert date of official copy entries];] Commencement • the earliest date upon which the Works are commenced and the term ‘Commence’ shall be construed accordingly; Completion Certificate • the certificate issued by the Proper Officer under Clause [insert number]; Contract • a contract to be let by the Developer to a contractor approved by the Council

This Agreement is made on [date] Between 1 [ ] of [ ] (the ‘Administering Authority’); 2 [ ] of [ ] (the ‘Scheme Employer’); 3 [ ] of [ ] (the ‘Admission Body’); and 4 [ ] of [ ] (the ‘Guarantor’). Background (A) The Administering Authority is an administering authority within the meaning of the Regulations. It administers and maintains the Scheme in accordance with the Regulations and has the delegated function of making determinations under section 25(5) of the Public Service Pensions Act 2013 in relation to employees of admission bodies. (B) The Scheme Employer is a Scheme employer within the meaning of the Regulations. (C) The Admission Body is an admission body within the meaning of [ ] of Schedule 2 to the 2013 Regulations and intends to enter into the Admission Agreement. [It is a provider of the [services] [assets] referred to in the Contract and, in performing the Contract, will employ Eligible Employees.] (D) The Guarantor has permission under Part IV of the Financial Services and Markets Act 2000 to accept deposits or to effect and carry out contracts of general insurance and has agreed to enter into this Agreement as a bond in a

A demand for payment is a formal demand made in accordance with the contractual requirements underpinning the liability which the party issuing the demand is seeking to enforce. A demand will be necessary where the contract between the parties requires a demand to be made to crystallise a party’s obligation to make payment. Such a situation is likely to arise in the following circumstances: • where a creditor wishes to realise its security • where there has been a default under an ‘on demand’ facility • where a party wishes to rely upon a guarantee; and • where non-payment of a demand equates to an event of default under the contract The consequences of making a demand may include: • crystallisation of a cause of action which gives rise to a party’s entitlement to commence proceedings • commencement of the limitation period • establishing the date from which a lender’s right to repayment of the loan becomes due; and • establishing the date from which a lender’s right to default or enhanced interest arises Materials

Types of gas sales agreements (GSAs) Contracts for the sale of gas may take several forms, including: • term agreements—which provide for the sale and purchase of gas for a defined period and are generally classified as either short-term (one to five years) or long-term (often with a 20-year term, but may include much longer-terms) • supply-based contracts—under which the seller commits to deliver specified quantities of gas to the buyer with a degree of flexibility in terms of the source of supply. The degree of flexibility is a negotiated item and a broad right may entitle the seller to source gas worldwide, limited only by compliance with international sanctions to which the buyer is subject, and • depletion-based contracts—which, in contrast is based on an unspecified amount of economically recoverable reserves from a nominated gas field. A true depletion-based contract will remain in place for the life of the field, such that the scope of the agreement is limited by such reserves rather than by time Parties may also implement a hybrid supply contract and

This Practice Note provides a summary of the law on gaming and wagering as it applies to financial derivatives, and the relevant provisions of the Financial Services Act 2000 (FSMA 2000) and the Gambling Act 2005 (GA 2005). Summary of the law on gaming and wagering applying to financial derivatives Gaming Acts 1845 and 1892 Under section 18 of the Gaming Act 1845 (GA 1845), all contracts by way of gaming or wagering were null and void and no action could be brought to recover any sum won upon any wager. Under section 1 of the Gaming Act 1892 (GA 1892), any promise, express or implied, to pay any person any sum of money paid by him under or in respect of any contract or agreement rendered null and void by GA 1845, s 18, or to pay any sum of money by way of commission, fee, reward, or otherwise in respect of any such contract, or of any services in relation thereto or in connection therewith, was null and void, and no action

Some employers offer benefits to their employees in the form of insured benefits, such as private medical insurance, permanent health insurance (PHI), life insurance and directors' and officers' liability insurance. These benefit both employer and employee, since the cost of providing such insurance is generally far lower for an organisation than it would be for individuals to provide for themselves. This Practice Note gives a brief overview of the types of insured benefits that employers typically offer to their employees, and the issues relating to them. For sample contract terms, see Precedent: Clauses—insurance and other benefits, Clause 13 of Precedent: Executive service agreement and Clause 14 of Precedent: Employment contract basic version. For further information on directors' and officers' liability insurance, see Practice Notes: Protecting a director from liability and Directors and officers insurance policies. Insurance benefits as 'wages' The provision of medical insurance, PHI or life insurance was previously treated as a benefit in kind not provided by way of a voucher etc, and was therefore not treated as ‘wages’ for the purposes of sections 13–27 of the

[Insert in para 8.2 of claim form ET1:] 1 The Claimant was employed by the Respondent as a [job title] from [insert date] until [his OR her OR their] dismissal on [insert date]. The Respondent is [insert brief description of the nature of the Respondent]. 2 The Claimant claims that the Respondent subjected [her OR him OR them] to [a course of ] discrimination, harassment related to sex, harassment of a sexual nature (which the Respondent did not take reasonable steps to prevent) and victimisation which included discriminatory and constructive unfair dismissal. [ Contract of employment, policies and training ] [Insert details of relevant background context in which to understand the claims, for example relevant contractual terms or policies. Sample text is provided at paragraphs 3 and 4 below.] 3 It was an implied term of the Claimant’s contract of employment that the Respondent would not act in a manner calculated or likely to destroy the relationship of trust and confidence between employer and employee. 4 The Respondent does not provide employees with any training on discrimination, harassment

This Practice Note focuses on the assignment of collateral warranties or of third party rights under the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) (see Practice Note: What are collateral warranties?). For more detailed guidance on assignment in general, see Practice Notes: Assignment in construction contracts, Contracts (Rights of Third Parties) Act 1999 in construction—overview and Legal and equitable assignment in construction contracts. Assignment provisions in collateral warranties or third party rights memoranda The general rule is that if a contract is silent on the issue of assignment, this means that the benefit of the contract can be assigned without limit or without requiring consent (as permitted by law under section 136(1) of the Law of Property Act 1925 (LPA 1925))—there is no requirement to obtain the consent of the obligor to any proposed assignment. See Practice Note: Restrictions on the assignment of rights in construction contracts. Most construction contracts contain express assignment clauses to clarify the rights of each of the parties in respect of assignment and this is also