It is assumed that the underlying contract is a generic business to business commercial contract for the supply of goods which is not governed by any specific industry or sector regulation or legislation. Additional considerations may apply, for example where the contract relates to property, or is a security, or is in a regulated industry such as finance or utilities. It is further assumed that, using the example set out above, A has been dissolved and B wishes to assign the benefit of the contract between A and B to C. Assignment of rights under a contract Commercial contracts often include provision as to the parties’ ability to assign rights under the contract (typically requiring consent to be obtained and/or notice to be provided). An assignment is the transfer of a right or an interest vested in one party to another

In this Q&A, we have focussed on the impact of an assignment on the contractual relationship between the parties and have not considered separate issues which may arise under guarantees. Effect of an assignment In this Q&A, A and B enter into an initial contract with each other and exchange promises to perform obligations. B’s performance under the initial contract is guaranteed to A by third party C (we assume under a separate contract, such as a parent company guarantee). It is not immediately obvious why the assignment of rights under the initial contract from B to C would negate the guarantee agreement. We assume in this Q&A that the assignment is a true assignment of rights only. An assignment is

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) define a services contract as ‘a contract, other than a sales contract, under which a trader supplies or agrees to supply a service to a consumer and the consumer pays or agrees to pay the price’ (CCR 2013, SI 2013/3134, reg 5). The CCR 2013 do not address whether payment of a price includes only monetary consideration. The CCR 2013 implement the Consumer Rights Directive 2011/83/EU—you may therefore find it helpful to refer to the Consumer Rights Directive Guidance, particularly para 2.3: ‘2.3. Application of the Directive to contracts for “free” products The definitions of sales and service contracts set out in Article 2(5) and (6) refer to the consumer paying a “price”. The reference to “price” in this context would

If the collateral warranty between A and C amounts to an enforceable contract between the two of them (ie it meets all of the usual requirements thereof), the settlement agreement between A and B should, prima facie, have no effect on C’s entitlement to pursue A for breach of the collateral warranty contract. The doctrine of privity of contract will preclude the imposition

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 2016 (SBCSub/D/A 2016) and JCT Standard Building Sub-Contract with sub-contractor’s design Conditions 2016 (SBCSub/D/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 SBCSub/D/A 2016 and the JCT SBCSub/D/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’

ARCHIVED: This Practice Note has been archived and is not maintained. This practical guidance relates to the pre-Procurement Act 2023 regime This Practice Note contains guidance relevant to public procurement exercises commenced before the Procurement Act 2023 (PA 2023) came into force on 24 February 2025. In-scope procurements begun on or after this date are governed by PA 2023. Under the transitional and savings provisions for PA 2023, the previous public procurement regimes continue to apply to the extent necessary to allow contracting authorities to complete and manage procurements commenced before PA 2023 came into force (ie ongoing procurements). This Practice Note should be read in that context. For background reading, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Further practical guidance on PA 2023 is set out in a separate subtopic, see: Procurement Act 2023—overview. Public procurement reform Before PA 2023, the UK public procurement regime originated in EU law. Following the UK’s withdrawal from the EU, the regime initially changed only to a limited extent.

In the section of Practice Note: Employee handbooks entitled Contractual force, we say: ‘It is generally a good idea for policies such as disciplinary procedures to expressly state that they are not intended to have contractual force, to avoid employees trying to prolong their employment by claiming that they are entitled to have the procedure followed before they can be dismissed for

Identifying the parties to a contract In a situation where a company operates under one or more trading names, then it is the company (a legal entity) behind the trading name which is the contractual party; a trading name by itself has no legal personality to contract by. For further information as to the different business vehicles available for a business to operate through, see Practice Note: Forms of business vehicle. Where a company operates under a trading name then, within a contract entered into by that company, the contracting party is usually expressed to be, eg: Example Company Limited trading as Example Trading Name (with company registration number 123456). Although helpful, it is not essential to specify the trading name of the company in the ‘parties’ section to the contract as it is the company (not the trading name)

Signed by [insert name of individual attorney] as attorney for [insert name of donor] under a power of attorney dated [insert date of power of attorney] .................................................[signature of individual attorney]Attorney for [insert name of donor] Option 2—contract signed on behalf of a corporate attorney Signed by [insert name of director/

Under the JCT Intermediate Sub-Contract 2011, retention monies are released to the Sub-contractor as part of the ‘last interim payment’ (see clauses 4.9.4.2 and 4.10.1). The default position is for the Final Release Date to trigger the due date for the last interim payment. However, the position is different if, at the Final Release Date: • practical completion of the Sub-Contract

Where a mistake is sufficiently fundamental it can render the contract automatically void. Where a mistake is minor in character, there may be scope for the court to construe the contract so as to correct the mistake. Minor mistakes have been held to include amongst other things: • absurdity and inconsistency (Fitzgerald v Masters (1956) 95 CLR 420 (not reported

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) this includes: ◦ a claim for money had and received ◦ certain claims (by analogy) for breach of fiduciary duty • six years from the date of breach of a contract to: ◦ recover arrears of rent, and ◦ mortgage interest Note: therefore