Law360, London: The US-Israel conflict with Iran may give rise to complex commercial disputes in England similar to those following the coronavirus (COVID-19) pandemic and the invasion of Ukraine, according to lawyers reporting increased client demand for advice over the evolving conflict.

Buyer beware A buyer can inherit significant environmental liabilities in relation to existing contamination and take on responsibility for other environmental issues such as asbestos in buildings and Japanese knotweed. See Practice Note: Environmental issues in property transactions—acting for a buyer. ‘Caveat emptor’, meaning ‘let the buyer beware’, is a common law principle meaning the seller is under no duty to disclose material facts to a prospective buyer. See Practice Notes: Property—enquiries before contract and Misrepresentation, misstatement and non-disclosure in property matters. A buyer can face liabilities for land contamination and water pollution in the following circumstances: • as innocent new owner if no causers or knowing permitters can be found • becoming a knowing permitter by reading an environmental report or continuing to permit the land to be contaminated • taking on legal and contractual responsibility for the seller’s environmental liabilities if the sale contract contains the sold with information exclusion test, payments for remediation exclusion test, an agreement on liabilities or an indemnity • taking

Law360, London: Human resources software company, MHR International UK Ltd, has brought proceedings against the government-funded National Heritage Memorial Fund after its bid for a £325,000 contract was rejected on the basis that its implementation budget appeared 'disproportionately low'. The contract was subsequently awarded to Workday.

Special Conditions: MF/1 Model Form of Contract for the design, supply and installation of electrical, electronic and mechanical plant 2014 edition (rev 6) Special Conditions The General Conditions in the MF/1 Model Form of Contract, for the design, supply and installation of electrical, electronic and mechanical plant 2014 edition (rev 6) shall have effect as modified by the following: Clause 1.1 Definitions and interpretations 1.1.d Delete the definition of ‘Contract’ and substitute:‘Contract’ means the Agreement and the other documents listed as forming the contract in the Agreement. 1.1.f In the definition of Contract Value delete ‘other than under sub-clause 6.2 (Labour materials and transport),’. 1.1.y Delete the definition of ‘Purchaser’ and substitute:‘Purchaser’ means the person named as Purchaser in the Agreement and all permitted assignees or transferees under the Contract. 1.1.gg In the definition of Sub-Contractor delete ‘with the consent of the Engineer’. Insert the following new definitions in clause 1.1: 1.1nn ‘Statutory Requirements’ means all legal and regulatory requirements applicable to carrying out the Works which are current

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note explains how contract claims are dealt with under Article 7(1) of Regulation (EU) 1215/2012, Brussels I (recast). It considers the connecting factors required, the characteristics of the contract in terms of obligations, the place of performance and place of delivery. It also distinguishes between sale of goods and provision of services contracts. The provisions dealing with contract claims are set out in Article 7 of Regulation (EU) 1215/2012, Brussels I (recast), previously Article 5 of Regulation (EC) 44/2001, Brussels I. The recast of the regulation resulted in some changes to the provisions, but the Court of Justice’s interpretation of Article 5 of Regulation (EC) 44/2001, Brussels I should be observed when considering the interpretation of Article 7 of Regulation (EU) 1215/2012, Brussels I (recast) and its application. This can be seen from recital 34, of Regulation (EU) 1215/2012, Brussels I (recast) which emphasises a need for continuity. It provides that: ‘Continuity between the 1968 Brussels Convention,

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 office is at] [address] ([together] Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Buyer’s Solicitors • [name] of [address] reference [details];] [Charge[s] • the charge[s] appearing at entry number [number] [and [number]] in the charges register of title number [number] as at [date of official copy entries];] Completion Date • [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • [number]% of the Price; [Documents • the documents identified in the Schedule;] Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice issued by a statutory

Agreement in relation to [insert brief details of the works/project] at [insert address of works] (incorporating (inter alia) the JCT Standard Building Sub-Contract with sub-contractor’s design Agreement 2024 (SBCSub/D/A 2024) and JCT Standard Building Sub-Contract with sub-contractor’s design Conditions 2024 (SBCSub/D/C 2024) as modified and supplemented in the manner indicated in this Agreement and the Schedules hereto). This Agreement is made on the [insert number] day of [insert month] 20[insert year]. Parties 1 [insert name of the Contractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Contractor] (‘the Contractor’); 2 [insert name of the Sub-Contractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Sub-Contractor] (‘the Sub-Contractor’). Now it is agreed that: 1 Interpretation In this Agreement words and expressions shall have the meanings that are respectively assigned to them in the JCT SBCSub/D/A 2024 and the JCT SBCSub/D/C 2024, referred to in and modified and supplemented in Schedule 1 and/or Schedule 2. 2 The contract This Agreement, together with the following documents, constitute the ‘contract’

Clause 2.29.2.1 of the JCT Design and Build Contract (DB) 2011/2016 provides that, where a Non-Completion Notice has been issued (due to the Contractor having failed to complete the Works (or a Section) by the Completion Date), and provided that an initial notice has been given under clause 2.29.1.2, the Employer may give a further notice that: ‘he requires the Contractor to pay liquidated damages at the rate stated in the Contract Particulars, or lesser rate stated in the notice, in which event the Employer may recover the same as a debt…’ Similar wording is found in clause 2.32.2.1 of the JCT Standard Building Contract (SBC) 2011/2016. Alternatively, the Employer may give notice that it will withhold or deduct liquidated damages from sums due to the Contractor (clause 2.29.2.2 of DB 2011/2016, clause

Agreement in relation to [insert brief details of the works/project] at [insert address of works] (incorporating (inter alia) the JCT Design and Build Sub-Contract Agreement 2016 (DBSub/A 2016) and JCT Design and Build Sub-Contract Conditions 2016 (DBSub/C 2016) as modified and supplemented in the manner indicated in this Agreement and the Schedules hereto). This Agreement is made on the [insert number] day of [insert month] 20[insert year]. Parties 1 [insert name of the Contractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Contractor] (‘the Contractor’); 2 [insert name of the Sub-Contractor] (company registration number [insert number]) whose registered office is situated at [insert address of the Sub-Contractor] (‘the Sub-Contractor’). Now it is agreed that: 1 Interpretation In this Agreement words and expressions shall have the meanings that are respectively assigned to them in the JCT DBSub/A 2016 and the JCT DBSub/C 2016, referred to in and modified and supplemented in Schedule 1 and/or Schedule 2. 2 The contract This Agreement, together with the following documents, constitute the ‘contract’ and are in the following order of priority in the event of any discrepancies

Reliance losses The court may award reliance-based damages to put the innocent party in the position it would have been had they never entered into the contract. Such damages compensate for any expenses or losses incurred as a result of the non-performance under the terms of the contract. A straightforward type of reliance damage is where the claimant incurs expenditure which he would not have undertaken at all had the defendant performed his contractual obligations, or where he allows himself to suffer some other loss he would not otherwise have suffered. See Expenditure resulting from breach of contract at [19.62] of Common Law Series: The Law of Damages. For example, in Anglia Television, an actor agreed to film a television series but pulled out because he was double-booked. The series was aborted and the television company successfully sued the actor for wasted expenditure incurred in connection with the show. For further information on reliance loss generally, see our Lexis+® UK Dispute Resolution Practice

This Q&A considers a scenario where there are no provisions in the schedule of amendments to the contract which have amended the termination provisions (it is not uncommon to see amendments which clarify arrangements for possession of the site upon termination and/or set out additional termination related conditions to those found in the standard terms). One of the primary obligations of the employer is to give possession of the site to the contractor (or such access to it as is required to enable the works to be carried out). The extent and timing of the possession or access to be given will depend upon the express terms of the particular contract. See Commentary: Emden’s Construction Law: [5.16] Access to site. Under many JCT forms of contract, such as the