The term used for practical completion in some form of building contract, including the ICE standard form contracts.

The term is used to describe the issue of which country's law and jurisdiction applies to a contract.

This Practice Note considers the application of the Hague Convention on Choice of Court Agreements when dealing with jurisdiction issues. It considers the different types of choice of court agreements and whether they fall within the convention. It then sets out the obligations on the court provided for in the exclusive choice of court agreement (chosen court) as well as the obligations on courts in which proceedings are commenced where they are not the chosen court (non chosen courts). The Practice Note also considers the use of anti-suit injunctions under the Convention and the application of the convention when dealing with multi-party disputes. This Practice Note should be read in conjunction with Practice Notes: Hague Convention on Choice of Court Agreements—application by contracting states and Hague Convention on Choice of Court Agreements (jurisdiction and enforcement)—Brexit considerations. There is an explanatory report for the Hague Convention on Choice of Court Agreements by Trevor Hartley and Masato Dogauchi which provides detailed explanations for each article. Type of choice of court agreement A

This week's edition of Construction weekly highlights includes a statement from the Ministry of Housing, Communities and Local Government (MHCLG) and Building Safety Regulator (BSR) on the classification of higher-risk buildings following a recent case, analyses of the Joint Contracts Tribunal’s (JCT) 2024 editions of its Major Project, Constructing Excellence, and Prime Cost Building contracts, a case in which the Technology and Construction Court (TCC) considered whether to restrain a developer from continuing with and issuing further adjudications against a contractor, and another case in which the TCC dismissed a contractor’s attempt to limit its contractual design responsibility.

date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered address is at] [address] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered address is at [address]] (Buyer) 1 Definitions In this Agreement, the following definitions apply: Acceptance Notice • a notice, signed by the Buyer, in the form attached to this Agreement at Appendix 5; Acceptance Period • the period ending [20] Working Days after the day on which an Offer Notice is served; Buyer’s Solicitors • [[name] of [address] (reference [details]) OR the solicitors so described in the Acceptance Notice OR or any other solicitors that the Buyer notifies to the Seller; [Deposit • [10]% of the Price [(being £[amount, in figures] [([amount, in words] pounds)])];] Disposal •   (a) is a sale, gift, exchange, transfer, grant, declaration of trust, lease [(except a lease for a term not exceeding [7] years at the open market rent without a premium)] [or any other assurance by any instrument except a Will] of the Property or any estate or in it (whether or not for valuable

Background In April 2014 the EU adopted revised public sector and utilities directives and a new directive to regulate the award of concession contracts. The key objectives of the directives are to make the procurement rules simpler and more flexible and to contribute to growth by improving supplier access to the EU market. Contracting authorities and business have supported the speeding up of the procurement process and the elimination of unnecessary red tape. This Q&A focuses on the implementation of Directive 2014/24/EU, the Public Procurement Directive, repealing Directive 2004/18/EC. The Government implemented the Public Procurement Directive, through the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, ahead of the two year implementation deadline, to enable access to the more efficient and flexible procedures as soon as possible. Most provisions of the PCR 2015 came into force on 26 February 2015. All procurements started after that date must comply with the new rules. FAQs These FAQs are a non-exhaustive list and are aimed at providing a high level view of key changes under the

This Practice Note sets out the disclosure obligations of parties that are involved in civil proceedings. For general guidance on disclosure, see: Disclosure—overview. This Practice Note does not intend to cover the claims that are subject to the Disclosure Scheme in the Business and Property Division. For further guidance, see: Disclosure Scheme (Business & Property Division)—overview. For further guidance on the disclosure duties for legal practitioners, see Practice Note: Determining legal practitioners’ disclosure duties. Parties’ duties CPR 1.3 requires parties to assist the court to further the overriding objective. In practice, this means that a litigant must act in a co-operative, proportionate and reasonable manner during the litigation process with a view to minimising costs. A litigant has specific duties to: • preserve documents, ensuring that no potentially relevant document has been altered, deleted, lost or destroyed once litigation is reasonably in prospect—for further guidance, see Practice Note: Electronic disclosure—CPR Practice Direction 31B • make a reasonable search for documents when giving standard disclosure (CPR 31.7(1) and CPR PD 31A,

Arbitration analysis: The French Court of Cassation upheld the Paris Court of Appeals’ decision to dismiss the annulment action against an award rendered by a Paris-seated International Chamber of Commerce (ICC) arbitral tribunal on 27 December 2018, in a dispute between the French company SA TCM FR S A, formerly Sofregaz (‘TCM FR’) and the Iranian company National Gas Storage Company (‘NGSC’). TCM FR had challenged the award on all the annulment grounds provided for in article 1520 of the French Code of Civil Procedure (CPC), including because the award was contrary to the French conception of international public policy. In particular, TCM FR alleged that the tribunal had failed to take into account the impact of United States, United Nations (‘UN’) and EU sanctions against Iran on the termination of the contract. The Paris Court of Appeals had dismissed the challenge because it considered, on the one hand, that US sanctions amounted to foreign mandatory rules but were not part of the French conception of international public policy, and, on the other hand, because the contract at issue did not fall within the material and temporal scope of UN and EU sanctions, among other reasons. Consequently, there could be no violation of international public policy. On 9 February 2022, the French Court of Cassation confirmed the Paris court’s decision on the grounds that the violation of international public policy, which had to be effective and concrete, could only be ascertained with regard to the material and temporal scope of the relevant sanctions. Since the Paris Court of Appeals had validly deduced that the award, concerning the execution of a contract concluded in July 2002, did not fall within the scope of the UN and EU sanctions against Iran, the Court of Cassation concluded that the recognition and enforcement of the disputed award was therefore not contrary to international public policy. The interpretation of US sanctions was not at issue before the Court of Cassation. This decision, in line with the Paris Court of Appeals decision in MK Group, provides guidance on the extent to which French courts treat economic sanctions enacted by foreign countries or international organisations as part of the French conception of international public policy. It also sheds light on the issues that may result from the interplay between economic sanctions and international arbitration. Written by Camille Martini, associate at Cleary Gottlieb Steen & Hamilton.

Information Law analysis: An application by the Defendants for strike out and/or summary judgment, the case before the court is an offshoot of the well-known ‘Dieselgate’ emissions litigation. Though little concerned with the merits of the Dieselgate cases, the issue in this case arose out of the agreements entered into between the lawyers behind the Group Litigation Order (the Claimant), a broker of litigation funding (the First Defendant) and a litigation funder (the Second Defendant). A non-disclosure agreement (NDA) signed between the Claimant and First Defendant at the outset of their contractual dealings acted to prevent the First Defendant from disclosing any information as to the Claimant’s claim, including the identities of its clients, to a third party other than with the Claimant’s consent. The Claimant’s case centres on the allegation that the First Defendant, by disclosing confidential information pertaining to litigation funding advice to the Second Defendant is in breach of contract. A claim against the Second Defendant rests on its disclosure of this information to Harcus Sinclair LLP and its decision to fund their claims rather than those of the Claimant. Further pleaded is an unlawful means conspiracy against both Defendants, as well as an account of profits and restitution. The loss is said to arise from the Defendants having, to borrow the proprietary language sometimes used in breach of confidence cases, misappropriated the Claimant’s detailed information on the viability of funding Dieselgate claims. Not enjoying privity of contract, the Claimant’s only possible recourse against the Second Defendant would, naturally, be in tortious and restitutionary remedies. Written by Josh Radcliffe, barrister at New Walk Chambers, Leicester.

Arbitration analysis: In a dispute between If Skadeförsäkring AB (‘If Skadeförsäkring’) and NTG Multimodal GmbH (‘NTG’), the Svea Court of Appeal held that an arbitration clause in a contract falling within the scope of the CMR Convention on the Contract for the International Carriage of Goods by Road (‘CMR’) was invalid. Because the clause instructed the application of domestic law rather than expressly the CMR, the clause was deemed void under article 41 CMR and the award was set aside. In the alternative, If Skadeförsäkring argued that NTG had ratified or entered into a new arbitration agreement by invoking the clause to support an application to dismiss court proceedings abroad. However, the court observed that those proceedings concerned different claims and held that the invocation of the arbitration clause did not evidence an intention by NTG to ratify or conclude a new arbitration agreement. Finally, with respect to costs, If Skadeförsäkring contended that NTG’s participation bound it to the SCC arbitration rules and obliged it to contribute to the advance on the costs of the arbitration. The court rejected this argument, noting that NTG had from the outset contested arbitral jurisdiction and could not be deemed to have accepted the SCC arbitration rules merely by participating to safeguard its substantive interests. The decision underscores that CMR-governed contracts with arbitration clauses must expressly instruct the tribunal to apply the CMR under article 33; a reference to national implementing law is insufficient. It also shows that alleging ratification of a new arbitration agreement carries a heavy evidential burden, and conduct in relation to foreign proceedings generally will not suffice. Finally, the case shows that participation solely to contest jurisdiction does not amount to acceptance of the SCC arbitration rules for the purposes of costs. Written by James Hope, partner at Advokatfirman Vinge KB, and Erik von Zweigbergk, associate at Advokatfirman Vinge KB.

Heads of terms are preliminary agreements that precede substantive contract negotiations. They are also be referred to as: heads of agreement, memorandum of understanding; letters of intent; pre-contract protocol or term sheet. Heads of terms provide an outline of the commercial deal agreed between the proposed parties to a contract rather than detailing the finer points.

Arbitration analysis: The case concerned a conflict between two arbitration clauses contained in different layers of the parties’ contractual documentation: the Paris International Arbitration Chamber (CAIP) clause expressly set out in the broker confirmations, and the Fegra clause appearing in Liprobel 7, an industry-standard document composed of a pro forma contract sheet and a set of general conditions. Only the general conditions (not the contract-type itself) contain the Fegra arbitration provision and these general conditions apply solely in the absence of a contrary express written agreement. The Paris Court of Appeal held that the arbitral tribunal had jurisdiction because the CAIP arbitration clause printed at the bottom of each broker confirmation constituted the parties’ operative arbitration agreement. The court found that the pre-printed clause referring disputes to the CAIP, set out at the bottom of each broker confirmation, formed part of the conditions particulières (ie, the contractual terms specifically agreed by the parties) and thus constituted an express written agreement between the parties. This clause prevailed over the arbitration provision contained in the industry-standard Liprobel 7 general terms designating Fegra. Applying the parties objectively expressed intention, together with the principles of good-faith interpretation and effet utile, the court held that the parties’ repeated and unconditional acceptance of the broker confirmations demonstrated clear consent to CAIP arbitration. The court therefore confirmed the tribunal’s jurisdiction. The decision provides important guidance on managing conflicting arbitration clauses in layered commodity-trading documentation and underscores the need for close scrutiny of pre-printed broker templates. Written by Anna Guillard Sazhko, international counsel and arbitrator, Paris, France.