Property Disputes analysis: By section 38A of the Landlord and Tenant Act 1954 (LTA 1954), in order to contract out a tenant must sign a declaration acknowledging and accepting that the lease being offered will not have security of tenure. The prescribed form sets out certain details identifying the lease, including a description that it will be ‘for a term commencing […]’. The Court of Appeal has confirmed that the date to be inserted into that blank space does not require the tenant to identify specifically the actual date of the grant of the lease ie the date on which the legal interest comes into existence. The commencement date of the term, or any other formula that serves the purpose of identifying the lease referred to, will suffice. This decision will be of particular importance to landlords of commercial premises who would otherwise be at risk of an error by the tenant, beyond the landlord’s control, invalidating an agreement to contract out. Written by Joseph Ollech, barrister at Falcon Chambers.

These current consolidated terms were published on [insert date]. For previous versions, see [insert URL]. Please read these terms carefully before proceeding By [clicking ‘Accept’ on the associated order form] you accept the terms set out on this webpage (our Agreement) on behalf of the person or organisation who has been [e.g. identified as the ‘customer’ in the associated order form] (the Customer) as a legally binding contract with [insert legal name], a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Supplier). By [clicking ‘Accept’] you also represent and warrant that you have all necessary capacity and authority to enter into our Agreement on behalf of the Customer as a legally binding contract with the Supplier in all applicable jurisdictions. If you do not have such capacity or authority or do not wish to accept our Agreement on behalf of the Customer please select the [‘Decline’] option before proceeding to request the provision of these services. 1 Evaluation Services 1.1 Our

1 Introduction 1.1 This policy sets out how we will manage and support you during your probationary period. It also provides a framework for managers to set out expected standards of performance and conduct, provide support, training and feedback during the probationary period, and assess your suitability for the role. 1.2 This policy applies to all employees. It does not apply to agency workers, consultants or self-employed contractors. 1.3 This policy is for guidance only and does not form part of your contract of employment, and we may amend it at any time. Please contact [the HR department] if you have any queries about your probationary period or this policy. 1.4 In most cases, new employees are hired on a trial basis and employment will be subject to an initial probationary, or trial, period. Confirmation of this, the length of the probationary period, the maximum length of any extension to it and any conditions attached to it will be set out in your contract. 1.5 During probation, either you or we may terminate your employment by giving the notice set out in the probationary period clause of your

What is a force majeure clause Contractual force majeure (FM) clauses contain provisions which, where specified types of unforeseen circumstances beyond a contractual party’s control prevent performance: • excuse the affected party from performing in whole or in part, or allow it to suspend performance of, its contractual obligations • allow the affected party a time extension in respect of time bound contractual obligations • in many cases, provide for termination of the contract where there is prolonged force majeure preventing performance The vast majority of international business agreements include FM clauses in their provisions. However, there is no universal definition of ‘force majeure’ as such or of the specific circumstances which give rise to it, since different jurisdictions adopt different approaches. While civil law countries often include express definition of force majeure in their national codes, there is no doctrine of force majeure under the laws of England and Wales. Therefore, in its absence commercial parties can only rely on the doctrine of frustration of contract, which is based upon a certain event

Principal documents The principal documents required for a corporate joint venture are: • the articles of association (articles) of the joint venture company (JVC), and • the joint venture agreement (JVA) (sometimes called a ‘shareholders’ agreement’—a shareholders' agreement takes effect in English common law as a commercial contract and is not subject to any special legal rules. The term 'shareholders' agreement' can be used to refer to an informal (even implied) agreement between only some of the shareholders in a company as well as to a highly complex agreement governing, for example, the creation of a JVC). For a discussion about what is typically covered in the JVA and also in the articles of the JVC, see Practice Note: Documenting the corporate joint venture. Purpose of the joint venture agreement A JVA is a contract that is entered into between typically all of the shareholders of a JVC (and often the JVC itself) which seeks to set out the terms on which the affairs of the JVC will be managed and the rights, remedies and obligations

This Practice Note discusses the role and importance of defined terms in an agreement. It identifies the defined terms that most commonly appear in agreements relating to transactions and examines the approach that should be taken when reviewing or drafting an agreement containing defined terms. For more information on boilerplate clauses generally, see Practice Note: The role of boilerplate. For more information on the interpretation of contracts generally, see Practice Note: Contract interpretation—rules of contract interpretation. The definitions and interpretation clause One example of a boilerplate clause is the definitions and interpretation clause. The definitions and interpretation clause should include all of the individual defined terms that are included in an agreement and all of the provisions that are to apply to the general interpretation of an agreement and, if necessary, of certain phrases used with it. The defined terms and the interpretation provisions will normally be set out in two separate sub-clauses. The definitions and interpretation clause will usually be found at the beginning of an agreement and the terms will be set out in alphabetical order

It is assumed for the purpose of this Q&A that the legal capacity of the minor (ie a person aged under 18) is a question governed by English law, as the position under Scots law differs. A minor may become a shareholder in a company, unless a company’s articles of association prohibit this. They may take a company’s shares either by subscribing to its memorandum of association or by taking a transfer of those shares. However, a minor’s position as a shareholder can give rise to a number of legal and practical issues. A contract for shares will be voidable at the minor’s option during their minority or within a reasonable time of their attaining it. What amounts to a 'reasonable time', for this purpose, will depend on the circumstances, but if the minor does anything to show their acquiescence to the contract after attaining their majority, such as accepting dividends in respect of their shares, their ability to repudiate it will be lost.

This Practice Note looks at what quantum meruit is, the most common situations in which a quantum meruit claim may arise in relation to a construction project, and how the court may value the claim and determine what constitutes a ‘reasonable sum’. See also, more generally, Practice Note: Unjust enrichment and contract claims—failure of basis and quantum meruit. What is quantum meruit? The term ‘quantum meruit’ means ‘as much as he has earned’ and a quantum meruit claim means that a party is claiming a reasonable sum—ie the amount that it deserves, taking into account the works or services that it has performed. When does a quantum meruit claim arise? A claim on the basis of quantum meruit will arise out of a situation which, for one reason or another, involves an element of uncertainty as to the amount due to the contractor. In general, a claim for quantum meruit indicates that there is no contract between the parties in respect of the specific work/services that have been performed and for which the claim is being made—even

Taking occupation before practical completion The default position in most building contracts is that the contractor is given exclusive possession of the site and the works and this continues until practical completion of the works takes place (see Practice Note: What is practical completion?). At practical completion, exclusive possession of the site/works passes back from the contractor to the employer. This is ordinarily the case unless the contract contains express terms to the contrary (eg terms providing for sectional completion). However, the nature of construction projects, and the commercial drivers that motivate employers, mean that, on occasions, an employer may decide that it wants to access, use, occupy or even sell a part or parts of the site/works before completion of the whole of the works. One of the most common reasons that the employer may decide to do that is to allow it (or its purchaser/tenant) to commence fit-out works. If sectional completion is agreed in advance, the building contract should be drafted so that provisions, including those relating to completion, handover, insurance, retention,

This Practice Note explores the implications of the involvement of hyperscalers and major cloud service providers (CSPs) in IT outsourcing and market practice in the negotiation and drafting of affected agreements from a UK buyer’s perspective. We operate in a world where it seems that most of the technology and business process services that businesses consume are offered on an ‘as a service’ basis; in other words, they are delivered via the cloud, either as a complete solution or on the basis that the relevant applications are hosted remotely. While some of these cloud offerings may be for distinct or niche products or services, others will be far-reaching and/or business critical and can involve substantial amounts of contract spend. See Practice Note: The evolution of IT outsourcing. In this context, much attention has focussed on the kinds of contract provisions that are negotiated with CSPs, including but not limited to the ‘hyperscalers’, ie the providers of mass infrastructure as a service (IaaS) and platform as a service (PaaS) facilities

This Practice Note looks at the Employer’s rights to terminate under the FIDIC Red, Yellow and Silver Books 1999, the Gold Book 2008 and the Pink Book 2010. In relation to the 2017 editions of the Red, Yellow and Silver Books, see Practice Note: FIDIC contracts 2017—termination by the Employer. Who can terminate? Both the Employer and the Contractor may terminate the Contract. Clause 15 sets out the procedure for Employer termination and Clause 16 sets out the procedure for Contractor termination. Termination is also addressed in Sub-Clauses 9.4, 11.4 and 19.6, and in Sub-Clause 10.7 of the FIDIC Gold Book. For more information about termination by the Contractor, see Practice Note: FIDIC forms of contract (pre-2017 editions)—termination by the Contractor. The Employer may terminate for cause or for convenience or as a result of Force Majeure. Termination by the Employer for cause Grounds for termination for cause by the Employer Sub-Clause 15.2 provides several ways for the Employer to terminate the Contractor. The FIDIC Red, Pink

[Insert in para 6.1 of response form ET3:] 1 It is [accepted OR not accepted OR denied] that the Claimant was employed by the Respondent as a [insert claimed job title, eg a receptionist] from [insert start date of employment] until [his OR her OR their] dismissal on [insert end date of employment]. It is [accepted OR denied] that the Respondent is [insert brief description of the nature of the Respondent, eg an internet service provider]. 2 Respondent denies that the Claimant was unfairly dismissed[ and/or wrongfully dismissed], as alleged or at all. [ The contract of employment ] 3 [It is [accepted OR not accepted OR denied] that the contract of employment included a notice period of [insert details, eg three months]. [The Claimant’s notice period was in fact [insert details, eg one month]].] 4 [Insert details of response to any other relevant contractual terms referred to in the claim or any other terms of relevance to the dismissal, eg ones that refer to absence management rules or procedures of relevance to the issues in question.] [ The Respondent’s absence management policies and/or procedures ]