What are prelims? ‘Preliminaries’ in a construction contract, or ‘prelims’, is typically taken to mean the section in the bills of quantities which groups together items which are necessary for the contractor to complete the works, but will not actually become part of the works, such as scaffolding, plant, water, the cost of power to the site and other site overheads. The preliminaries section also often summarises the contractual terms and services to be provided by the contractor. The preliminaries are usually found within the first part of the bills of quantities which form part of the contract documents in a traditional form of contract, eg the JCT Standard Building Contract. They may also be referred to as ‘general’ items in the bills of quantities, or ‘site overheads’ or ‘field office costs’ (US contracts tend to use these terms). In JD Wetherspoon v HMRC [2007] UKSPC SPC00657 (a tax case relating to expenditure on fit out works—not reported by LexisNexis®), preliminaries were described as: ‘...necessary costs which are not usually tangibly reflected in the finished

Procurement—Underlying issues and principles UK public procurement law derives from EU procurement rules underpinned by the EU Treaty principles. The over-arching principle of EU procurement law is that procurement is opened up to wider competition and that tenderers from across Members States have an equal opportunity. EU public procurement law enshrines the principle that tenderers for public contracts from across Member States are treated equally and the tender procedures in all Member States should be transparent and not distort competition. These principles of equal treatment of tenderers and transparency

Differences between tort and contract? There are three key differences between tort and contract: • tortious and contractual duties are determined through different means. It is the law—itself developed by society through the State and judges—which defines tortious duties. Individuals do not actively choose the tortious obligations they must meet in certain scenarios; rather, how people ought and ought not to behave in their dealings with others is decided for them. Contractual duties, on the other hand, only arise as a result of an agreement made between two parties and are therefore voluntarily assumed • a person owes a tortious duty to others generally or to a type of person in a certain situation, whereas a person only owes a

In order for a contract for the sale of property to be valid, it is necessary to comply with the formalities of section 2 of the Law of Property Act 1925 (LPA 1925). This requires the contract to be made in writing and must incorporate all the terms which the parties have expressly agreed in one document, or, where contracts are exchanged, in each document. By LPA 1925, s 2(2), the terms may be incorporated in a document either by being set out in it or by reference

In answering this Q&A we have limited our research to cover when a cause of action in a contract claim accrues for limitation purposes. In conducting our research we have focussed on the date of the cause of action accruing, with specific reference to instances of fraud and deliberate concealment. Limitation period for a breach of contract claim Generally, the limitation period for bringing a claim for breach of contract is six years from the date of breach of a 'simple contract' (one which is not under seal or a contract of record) or 12 years from the date of breach

Many construction contracts will contain express clauses which allow either the contractor or the employer to terminate on the happening of a specific event or circumstance. Common examples of such clauses include for non-payment, assigning without consent, suspension without cause or abandonment of the works. The standard form contracts also generally deal with events in which either party can terminate—for example force majeure clauses and acts of government which directly affect the execution of the works (both of key relevance in the current climate). Where the contract in question does not provide for termination, or the event in question is outside of the scope of those terms, the common law may be able to assist through the doctrine of repudiatory breach of contract, entitling the innocent party to treat the contract as being at an end. Where a contract is terminated either by way of an express provision or by way

While there is nothing to prevent someone from being employed by two or more individuals or entities at the same time, when drawing up the terms of employment, consideration will need to be given to where the respective rights and obligations of each of the parties reside, and the requirements and expectations of each of the employers. For example, consideration may need to be given to: • allocation of working time • reporting and line management • holiday, sickness and other absence • maternity and other family-related leave, and flexible working requests • discipline, grievance and performance management procedures • appraisals • awards of pay, bonus and commission In each case, it will need to be clearly set out whether: • each employer manages the employee in respect of the work that the employee does for that employer, or • one employer manages the employee on behalf of both employers, in which case it will need to be clear

This Q&A deals with the situation where a business to business (B2B) contract provides for a fee to be increased annually at the supplier’s ‘prevailing rate’. The issue is whether there is a requirement for such rate increase to be ‘reasonable’. B2B contracts Unlike contracts between a business and a consumer, contracts between two businesses are not subject to the various statutory provisions that confer protection on consumers such as the Consumer Rights Act 2015, the Consumer Protection Act 1987 and the Consumer Protection from Unfair Trading Regulations 2008, SI 2008/1277. The Unfair Contract Terms Act 1977 does place some restriction on terms to which businesses can agree. However, the ‘reasonableness’ test as set out in that act only applies to exclusion clauses limiting liability. In essence, businesses are generally entitled to enter into whatever commercial agreements they agree between themselves. Construction of commercial contracts In

This Practice Note considers who should be involved in negotiating a settlement (including team negotiations), issues of confidentiality and subject to contract when involved in settlement negotiations. For guidance on negotiation strategy, see Practice Note: Settling disputes—negotiation strategy. For guidance on assisted forms of concluding a settlement, see Practice Note: What is ADR? and related content. For guidance on making offers and documenting a settlement, see Practice Notes: • Settling disputes—settlement offers (Calderbank, WPSAC and Part 36) • Settling disputes—how to document a settlement and related content. Who should be involved in trying to settle a dispute? The legal representative The role of the legal representative (sometimes it may be another professional adviser to the client) is invaluable in promoting an objective approach. This may be achieved by an adviser acting in a secondary role if the negotiation is being handled by the client. The advantage of an adviser leading negotiations is that they bring an independent and process-driven approach to the negotiation, removed from the emotions of the

This Q&A assumes that the company in question is a private company limited by shares proposing to buy back shares off-market and that the proposed share buyback is not for the purposes of, or pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006). It looks at whether a share buyback contract can be entered into that incorporates, by reference, provisions of a company’s articles of association that require it to buy back shares in certain circumstances. The contract required for an off-market share buyback (unless it is a share buyback for the purposes of, or pursuant to, an employees’ share scheme) must be approved by a shareholder resolution, rather than the specific share buyback itself. The contract that is approved may be a contract, entered into by the company and relating to shares in the company, that does not amount to a contract to purchase the shares, but under which the company may (subject

ARCHIVED: This Precedent has been archived and is not maintained. The Contract comprises the completed Standard Building Contract With Quantities 2011 published by the JCT (as modified by Amendment 1: CDM Regulations 2015) subject to the following amendments: RECITALS Fifth Recital Fifth Recital Delete the Fifth Recital and substitute:‘The Contractor has supplied the Architect/Contract Administrator with a master programme and a Schedule of Information Requirements.’ Twelfth Recital Twelfth Recital Delete the first sentence and replace with:'The Contractor has inspected the Site and satisfied himself as to its dimensions, location and other relevant matters, and where there is a Contractor’s Design Portion, has examined the Employer’s Requirements and is satisfied that the Contractor’s Proposals will meet the Employer’s Requirements, and has agreed to accept responsibility for the entire design contained in the Employer’s Requirements and the Contractor’s Proposals.' ARTICLES Article 6 Article 6 At the end of Article 6 insert:'The Contract Sum includes the Contractor’s price for fulfilling the duties of Principal Contractor.' Article 8 Article 8 Arbitration Delete Article 8 and insert 'All references to arbitration in this Contract are deleted.’ Article

In conducting our research we have focussed on the capacity by which the first company has entered into the contract on behalf of the others. Privity of contract 'Privity of contract' is a common law doctrine, which provides that you cannot either: • enforce the benefit of, or • be liable for any obligation under a contract to which you are not a party. Therefore, if an individual legal entity is not a party to a contract (ie they are a third party) then they cannot sue or be sued under that contract. However there are numerous equitable exceptions to the doctrine of privity of contract and a statutory exception in the form of the Contracts (Rights of Third Parties) Act 1999. For more detail on the doctrine of privity of contract and