Declaration of interests When preparing the minutes of a meeting to approve a transaction or arrangement with a company, select the parts of paragraph 1 that reflect the declarations of interest that were actually made by the directors at the meeting. 1 Declarations of interest 1.1 [ [The directors present each declared that they had no interest in the business to be transacted at the Meeting for the purposes of section 231 of Companies Act 2014 which would preclude them from participating in the Meeting and forming part of the necessary quorum). OR Paragraph 1.1 There are three options for paragraph 1.1, at least one of which will be required in every board minute. The drafter should choose the appropriate option depending on whether or not any of the directors have interests to declare. It is the duty of a director of a company who is in any way (directly or indirectly) interested in a contract or proposed contract with the company, to declare the nature of his or her interest at a meeting of the directors

This Practice Note considers how to respond to a notice of arbitration (Notice) communicated pursuant to the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). For an introduction to the UNCITRAL Rules, see Practice Note: UNCITRAL Rules—background and introduction. In order to commence an arbitration under the UNCITRAL Rules, the claimant must communicate a Notice to the respondent—see Practice Note: UNCITRAL Rules—starting an arbitration. What to do on receiving the Notice of Arbitration The respondent has 30 days from receipt of the Notice to send a response to the claimant setting out (UNCITRAL Rules, Article 4): • the name and contact details of each respondent • a response to the Notice on: ◦ the identification of the arbitration agreement invoked ◦ the identification of any contract or other legal instrument out of or in relation to which the dispute arises or, in the absence of such contract or instrument, a brief description of the relevant relationship ◦ the brief description given of the claim

A fitness for purpose obligation in a construction contract is more onerous than an obligation to exercise reasonable skill and care. Fitness for purpose denotes an absolute obligation to achieve a specified result. Breach of a fitness for purpose obligation by a contractor does not require the employer to prove that the contractor has been negligent. Therefore, regardless of whether the contractor has been negligent, if it accepts a fitness for purpose obligation, and it breaches the obligation, then it will be liable to the employer for damages. See Practice Note: Fitness for purpose in construction contracts for more information about fitness for purpose obligations. The first thing to remember is that the contractor is already subject to a fitness for purpose obligation in respect of the materials it supplies in relation to the works (unless the contract expressly provides otherwise). This is by virtue of the Supply of Goods and Services Act 1982, s 4(4) and 4(5) (SGSA 1982) which implies a term on the supplier of goods that, where

ARCHIVED:This Practice Note has been archived and is not maintained. The JCT Public Sector Supplement was first published in September 2011, with a revised version published in December 2011 to respond to the amendments to the HGCRA 1996. It is part of the JCT’s support for the implementation of the Government’s Construction Strategy (for more on which, see Practice Notes: Government Construction Strategy 2016–2020 [Archived] and Government Construction Strategy 2011–2015 [Archived]). The Public Sector Supplement can be used with most of the 2011 editions of the JCT contracts, including the most commonly used ones (ie Standard Building Contract (With Quantities, Without Quantities and With Approximate Quantities), Design and Build and Intermediate Building Contract (with and without contractor’s design)). It is free to download from the JCT website: JCT Public Sector Supplement. The Public Sector Supplement is tailored for public sector employers and their advisers. It contains suggested modifications to a number of the JCT main contracts and sub-contracts for public sector employers to address the following three issues, all of which are key features

Introduction This Practice Note addresses frequently asked questions concerning consumer contracts for the hire of goods, including the general consumer standards applicable to hired goods, remedies for defects, responsibility for damage and loss, deposits, end-of-hire charges, cancellation rights and the relationship between general consumer hire law and consumer credit regulation. The principal framework is contained in the Consumer Rights Act 2015 (CRA 2015). Depending on how and where the contract is concluded, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) may also apply. Contractual terms governing liability, deposits and additional charges are subject to the unfair terms provisions in CRA 2015, Pt 2. For further information, see Practice Notes: • Consumer Rights Act 2015—goods • Consumer Rights Act 2015—unfair terms • Exclusion and limitation of liability—business-to-consumer • Distance, doorstep and on-premises sales Consumer hire agreements may also fall within the consumer credit regulatory regime. In particular, an agreement which is a hire contract for the purposes of CRA 2015 may also be a consumer hire agreement

This Practice Note considers termination by the Contractor under the FIDIC Red, Yellow and Silver Books 2017. It does not address the right to terminate at law. Further, the governing law of the Contract may affect the operation of some of the clauses. For more information about termination by the Contractor in the pre-2017 editions of the Red, Yellow and Silver Books, see Practice Note: FIDIC contracts (pre-2017 editions)—termination by the Contractor. 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. The Employer may also terminate under Sub-Clause 11.4 [Failure to Remedy Defects], and both Parties may terminate under Sub-Clause 18.5 [Optional Termination] and Sub-Clause 18.6 [Release from Performance under the Law]. For more information about termination by the Employer, see Practice Note: FIDIC contracts 2017—termination by the Employer. Grounds for termination by the Contractor Sub-Clause 16.2 [Termination by Contractor] lists ten main grounds

Contents This Agreement is made on [date] Parties 1 [Insert name of Employer] (Company Registration No. [insert number]) whose registered office is at [insert address of Employer] (the ‘Employer’, which term shall include all permitted assignees or other transferees under this Agreement); and 2 [Insert name of Consultant] (Company Registration No. [insert number]) whose registered office is at [insert address of Consultant] (the ‘Consultant’). background WHEREAS (A) The Employer has entered into or proposes to enter into a contract with [insert name of Contractor] of [insert address of Contractor] (the ‘Contractor’) for the design and construction of [insert brief description of the project] at [insert location of site] (the ‘Building Contract’). (B) The Employer wishes to appoint the Consultant to perform for the Employer the services as described in Schedule 2 to this Agreement (the ‘Services’) under the terms and conditions of this Agreement. [The Employer intends to novate the appointment of the Consultant to the Contractor in accordance with clause 24.] Now it is hereby agreed as follows 1 Definitions and interpretation 1.1 In this Agreement the following expressions shall have the following meanings unless the context requires otherwise: Additional

This Practice Note discusses the main Financial Conduct Authority (FCA) provisions applying to appointed representatives (ARs) that carry out regulated activities on behalf of authorised persons. Provided the conditions of the AR regime are complied with, ARs are exempt from the need to obtain an authorisation. For guidance on the contract requirements for ARs see SUP 15 and Practice Note: Contract requirements for appointed representatives. For further guidance on multiple principals, see Practice Note: Multiple principals and appointed representatives, and for additional information on a principal’s responsibility for its ARs, see Practice Note: A principal's responsibility for its appointed representatives. The FCA Handbook gives guidance on contacting the FCA’s Supervision Hub with appointed representatives enquiries. New regime for appointed representatives Alongside a call for evidence on the AR regime by HM Treasury, in December 2021 the FCA set out in consultation paper CP21/34 its proposals for improving its AR regime. These proposals included gathering additional information on ARs and Introducer Appointed Representatives (IARs) and heightening reporting requirements for principals, as well as clarifying and bolstering the responsibilities

This Practice Note sets out some of the key and/or recent cases that deal with heads of losses which are commonly claimed in construction disputes, such as in defects claims, for loss of profit, overheads and preliminaries, wasted management costs, passing on settled claims and other examples. It is not intended to be a comprehensive summary of all cases (and is focussed on construction cases rather than general principles), but is a useful starting point when considering various claims. For details on some of the key considerations that may need to be taken into account when a party on a construction project is formulating the quantum aspects of a claim, see Practice Note: Quantum in construction claims. That Practice Note highlights considerations for common claims made under the contract (for example, in relation to loss and expense or suspension), as well as those where the dispute arises from a breach of contract or negligence claim (ie a claim for damages). It looks at the thresholds and tests for common heads of losses, as well as other relevant

An advance payment bond is a particular form of performance bond, invariably written as an 'on demand' instrument. See Practice Notes: Performance bonds—construction projects and On demand performance bonds—construction projects. This Practice Note examines: • the nature of advance payment bonds • why they are used in the construction industry, and • the key features in the wording of the advance payment bond Why are advance payment bonds used? The typical payment procedure, under any building contract, provides that the contractor will be paid in instalments, as each stage of the works is carried out following inspection, quantification and certification by the contract administrator. In short, payment is in arrears, in respect of work already carried out. There will be circumstances in which an advance payment will be made to the contractor, for example to facilitate the contractor’s mobilisation procedures, or to assist the contractor to place orders for the long term manufacture and delivery of steel or other materials. Whenever an advance payment is made to a contractor, the employer is exposed to the risk of loss

ARCHIVED: This Practice Note has been archived and is not maintained. The Construction case tracker is a list of key judgments from 2016 considered relevant to construction lawyers, with cases listed in reverse chronological order. See also: • Construction law case tracker • Construction case tracker—2020 [Archived] • Construction case tracker—2019 [Archived] • Construction case tracker—2018 [Archived] • Construction case tracker—2017 [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. December 2016 Case Judgment date Summary SSE Generation Limited v Hochtief Solutions AG [2016] CSOH 177 21 December 2016 Defects: The Scottish Court of Session, Outer House held that, under Option M of a NEC2 contract, the contractor was only liable for defects where it had failed to use reasonable skill and care to comply with the works information. However, under the terms of the contract, it should have carried out the remedial works and sought payment after liability had been determined. The court also concluded that the cost of

This Precedent currency exchange risk clause provides contractual mechanisms to manage the risks of currency fluctuation in business-to-business agreements. This Precedent allows parties to choose or change the currency of the Agreement, allocate or share the risk of currency fluctuation and to provide for the possibility of a country changing its currency. In managing this risk, it allows parties to mitigate the impact on them of issues arising from currency fluctuations. Purpose of currency fluctuation clauses Parties to a contract may be negatively or positively affected by the fluctuation in currency exchange rates. This may be a consideration in contracts with an international element and, in particular: • where parties are based in different jurisdictions with different currencies • where parties are based in the same jurisdiction but their suppliers or customers are based in jurisdictions with different currencies • where parties are based in different jurisdictions with the same currency but there is a risk that the currency of one of those jurisdictions may change during the life of the contract In any of these circumstances