1 Construction Industry Scheme—for use where the landlord’s contribution is a reverse premium The Landlord and Tenant acknowledge that the Landlord’s Contribution is a reverse premium for the purposes of Income Tax (Construction Industry Scheme) Regulations 2005, Regulation 20 and therefore it is not a contract payment for the purposes of Finance Act 2004, Chapter 3, Part 3 and accordingly will be paid without deduction on account of tax thereunder. 2 Construction Industry Scheme—for use where landlord is making payment to the tenant for works and CIS will or may apply 2.1 In this clause 2: ‘Construction Industry Scheme’ the construction industry scheme as enacted by FA 2004, Chapter 3, Pt 3 and the Regulations ‘Contract Payment’ has the meaning given to it in FA 2004, s 60(1) ‘Contractor’ means a person who is a ‘contractor’ as defined for the purposes of FA 2004, Chapter 3, Pt 3 ‘FA 2004’ means Finance Act 2004 ‘hmrc’ means HM Revenue & Customs ‘Order’ means Finance

This Checklist sets out a number of practical steps that an employer should consider taking where the main contractor it has engaged becomes insolvent during a construction project. This Checklist assumes that the employer has entered into a written contract with a main contractor for construction works which are not yet complete (and that the employer still wants to complete the works), and that the contractor has engaged sub-contractors. It assumes that it is not a PFI project. The actions to be taken in any specific situation will of course depend on the terms of the contract(s) between the parties and the status of the works at the time of the main contractor’s insolvency, but this Checklist is intended to provide a starting point for the employer to consider. For guidance on how to spot potential problems with solvency and how to protect the employer’s position at the outset of a project, see Practice Note: Construction insolvency—how to spot problems and how to protect yourself—employers. In the event that the main contractor has

An unpaid vendor’s lien operates as a type of equitable charge giving the vendor security in equity for payment of the agreed purchase price. It applies to freehold and leasehold property. Nature This equitable lien is an equitable right to a charge independent of contract and possession. It arises automatically by operation of law. The unpaid vendor’s lien is founded on the principle that someone who has obtained possession of property under a contract for valuable consideration is not allowed to keep it without payment of the consideration. An equitable lien is subject to all the usual conditions affecting equitable rights and so relief may be refused if the vendor’s conduct has been improper. When it arises The lien arises as soon as contracts are exchanged. It does not depend on completion. It subsists even if the vendor executes an outright transfer and parts with possession of the property (and if relevant the title deeds). The lien arises: • whether the whole or part of the purchase money is unpaid • even though a receipt has been

This Practice Note on frustration provides a practical guide when considering whether an unforeseen event may be considered to have frustrated an agreement. It must be read in conjunction with Practice Note: Discharge by frustration. Frustration is a common law doctrine in English law. It brings a contract to an immediate end where an unforeseen supervening frustrating event frustrates the contract rendering performance of it impossible, illegal or radically different from that which had been agreed. Where it applies, all future obligations under the agreement fall away. Sums paid prior to the supervening event and discharge are recoverable but any sums yet to be paid are no longer payable, subject to the court’s discretion (under the Law Reform (Frustrated Contracts) Act 1943 (LR(FC)A 1943)) to allow the recovery of prior incurred expenses. Frustration is particularly difficult to successfully establish. It introduces an element of uncertainty into contractual relations which the courts are not favourable to and is therefore subject to narrow confines (The Super Servant Two). For a summary in tabular form

Commercial Property Standard Enquiries (CPSEs) are industry standard pre-contract enquiries used in commercial property transactions. CPSEs are endorsed by the British Property Federation and are free to use. The CPSEs include specific environmental enquiries at enquiry 16 and there are several other enquiries that may be relevant to environmental and health and safety (EHS) matters. For further information, see Practice Note: Commercial Property Standard Enquiries—CPSE. The key environmental CPSEs in CPSE 1 (general pre-contract enquiries for all commercial property transactions) are highlighted below with commentary and suggested additional EHS enquiries. 4. Adverse rights affecting the Property 4.1 Adverse rights affecting the Property could relate to flood defence works, sewers, infrastructure, pipelines, grazing, access rights for fracking, underground drilling, permits, tipping or remediation. See also CPSEs 4.2–4.7. 5. Title policies 5.1 Defects in title If a sewage treatment plant benefits the property, check that the plant has the necessary planning permission and building consent. Solicitors acting for the seller or buyer may need to obtain

Strictly private and confidential To: [Insert potential seller name] [Insert potential seller address] FAO: [insert name of relevant contact at the seller] Date: [insert date] Subject to contract Dear [insert name of relevant contact at the seller], Proposed acquisition of the entire issued share capital of [Insert target company name] Limited (the Company) from [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 entire issued share capital of the Company (the Sale Shares) 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 [7.3,]8, 9, 10 and 11,] are subject to contract and not intended to be legally binding on the Parties. Neither Party shall be legally bound to proceed with the Proposed Acquisition unless and until a formal written share purchase agreement is entered into.

This Practice Note has been archived and is not maintained. It summarised key legal and regulatory changes that were expected to affect in-house lawyers in 2022. While some were set in stone, others were more speculative or subject to the parliamentary timetable. It was last updated on 25 November 2022. Commercial The table below represents edited highlights that are not sector specific. For more details, see: • Commercial tracker Category Details Expected or actual date Unjust enrichment and contract drafting(Updated) In Barton v Gwyn-Jones [2019] EWCA Civ 1999, the Court of Appeal addressed whether the so-called ‘Costello principle’ precluded a claim in unjust enrichment by an agent for an introduction fee where an oral contract governed the arrangement. The court’s analysis turned on the precise interpretation of the remuneration terms and provides a valuable lesson on the failure of parties to cover all possible outcomes by way of express agreement.See News Analysis: Contractual silence—a gateway for unjust enrichment (Barton v Gwyn-Jones).Permission to appeal to the Supreme Court granted on 25 February 2021. Supreme

This Practice Note answers frequently asked questions about the drafting and negotiation of termination provisions in business-to-business (B2B) services agreements. Services agreements may be brought to an end in a number of different ways: by completion of the parties’ obligations, expiry of the term, the exercise of an express contractual termination right, termination at common law for repudiatory breach, agreement between the parties, force majeure (where the agreement so provides) and various other possible circumstances. This Practice Note focuses on practical questions concerning the drafting and negotiation of express termination provisions in services agreements. It does not cover termination of a rolling agreement on notice, termination at the end of a fixed term, or renewal issues. For a more general set of FAQs in relation to contract termination, see Practice Note: Contract termination—FAQs. For further guidance, see: • Practice Note: Terminating commercial contracts • Practice Note: Negotiation guide—services agreements • Practice Note: Outsourcing remedies—step-in rights, service credits, liquidated damages and termination • Practice Note: IT outsourcing—transition and termination issues • Practice Note: Outsourcing termination rights • Practice

This Agreement is made on [insert date] parties 1 [insert name of manufacturer ][of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at ][insert address] (Manufacturer); and 2 [insert name of customer][ of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at ][insert address] (Customer), each of the Manufacturer and the Customer being a party and together the Manufacturer and the Customer are the parties. Background: (A) The Manufacturer is a manufacturer of [insert]. (B) The Customer Group distributes and sells [insert]. (C) The Manufacturer wishes to Manufacture and sell to the Customer, and the Customer wishes to purchase, the Product on the terms and conditions of this Agreement. The parties agree: 1 Definitions and interpretation In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; [Agreed Price Period • means the first Contract Year and any subsequent consecutive periods agreed pursuant to clause 8.4 or, in the absence of agreement, the next Contract Year;] Agreement • means this Manufacturing Agreement; Applicable Laws • means: (a) any law, statute, regulation, by-law or

This Practice Note provides an introduction to arbitration in Thailand. Note: Thai court judgments referred to in this Practice Note are not reported by LexisNexis® UK. Arbitration in Thailand—the legislative framework The Arbitration Act 2002 (B.E. 2545) (AA 2002) governs all arbitrations seated in Thailand, both domestic and international. AA 2002 is based substantially on the United Nations Commission on International Trade Law (UNCITRAL) Model Law (the Model Law), but with some minor differences, including that: • under AA 2002, s 23, arbitrators may face civil liability for performing their duties if they performed wilfully and grossly negligently causing damage to any of the parties • under AA 2002, s 23, arbitrators who demand or accept benefits without lawful justification are subject to criminal penalties and civil liabilities • the Model Law does not address arbitrators’ liability, and • AA 2002, s 15, states explicitly that a government agency and a private party may agree to settle their contractual dispute by arbitration, irrespective of whether or not the contract is an administrative contract Relevant arbitral bodies in Thailand The

This Practice Note explains how tort and delict claims are dealt with under Article 7(2) of Regulation (EU) 1215/2012, Brussels I (recast). It considers the meaning of tort and delict claims under Article 7(2) and explains how the article is to be interpreted. One key element in the application of the article is the determination of where the harmful event occurred and this is considered alongside examples for specific types of claims. The Practice Note also considers the position on co-defendants and on claims for a declaration of non-liability in tort, delict or quasi-delict. It should be noted that Article 7(2) is a derogation from the general rule, set out in Article 4 of Regulation (EU) 1215/2012, Brussels I (recast), that the defendant is sued in the courts of the jurisdiction in which they are domiciled. For an understanding of the application of Article 4, see Practice Note: Brussels I (recast)—domicile (Arts 4 and 63). For guidance when dealing with contract claims under the regulation, see Practice Note: Brussels I (recast)—contract

Brexit: As of exit day (31 January 2020) the UK is no longer an EU Member State. This has an impact on this content. For further guidance, see: Demolition and site clearance below. The viability and success of a development site depends on obtaining satisfactory answers to a range of legal and practical questions. While attention tends to focus on the headline commercial terms of a deal, and on major issues such as planning permission, roads construction consent and environmental investigations, it is essential not to overlook issues that may cause significant delay, or even preclude successful development. Access Direct access to the nearest adopted road can be fundamental to a development's viability. A developer will rely on the information disclosed in a property enquiry certificate (PEC) in this regard, but it is also imperative to see a roads adoption plan, which will disclose the extent of the road which has been taken over by the local authority for maintenance and will