Commercial analysis: This case concerns the applicable principles of construing a term in a bespoke relational contract. In summary, the strict rules of construction when interpreting contracts, even when they are relational in nature, firmly remain. The court was asked to decide if the meaning of ‘Services’ (a defined term) which were to be provided by the defendant included tendering for new and or repeat business. The court agreed that the long-term nature of the agreement and the efficient operation of the claimant’s business were important factors to consider in interpreting the agreement. However, those facts did not override the natural and ordinary meaning of the language used in the agreement. This case is a reminder of the importance of clear comprehensive drafting in relational contracts. Written by Ashley Blood-Halvorsen, barrister at 3PB Chambers.

This week's edition of Commercial weekly highlights includes: news that the Supreme Court has refused permission to appeal the decision in SMIT Salvage BV v Luster Maritime SA which considered whether a legally binding contract was concluded where the parties recognised that some matters were still to be agreed upon at a later date, analysis of the decision in Artcrafts v MOU Ltd which considered whether an agreement contained express or implied terms permitting either party to terminate the agreement on reasonable notice, and news of the opening of the Competition and Markets Authority’s consultation on its draft guidance and rules to exercise its new direct enforcement powers regarding consumer protection law under the Digital Markets, Competition and Consumers Act 2024.

The Department for Business and Trade (DBT) has launched a consultation seeking views on two proposed changes to fire and rehire protections relating to employment expenses, benefits, and shift patterns under the Employment Rights Act 2025. The consultation, published on 4 February 2026, seeks feedback on which specific expenses, benefits, and shift changes should be covered by protections that will make dismissal automatically unfair where employees are dismissed or replaced to make changes to core contract terms designated as 'restricted variations'. The Act will prevent employers from using fire and rehire practices to impose less favourable terms on employees once commenced. The consultation applies to England, Scotland and Wales and closes at 11:59pm on 1 April 2026. The proposals will require Parliamentary approval before taking effect.

Commercial analysis: Recent high-profile franchise disputes have put the spotlight back on a long-standing question: is the UK’s self-regulatory model still enough to protect franchisees, franchisors and the reputation of the sector? Cases involving major brands, including reports concerning Vodafone franchisees and the wider lessons drawn from the Post Office scandal, have prompted renewed concern about power imbalances, contractual pressure and the position of small business owners who invest substantial personal capital in franchise opportunities. In Parliament, these concerns have been linked to calls for closer scrutiny of franchise arrangements and whether existing protections under general contract, competition, consumer, intellectual property and trading laws provide an adequate framework for this particular business model. The debate is therefore not simply whether legislation would protect franchisees. It is whether a statutory regime would improve standards without undermining one of the UK’s most accessible and effective routes to business growth. Written by Fiona Boswell of Knights Plc.

This week’s edition of Construction weekly highlights includes analysis of a case in which the Technology and Construction Court (TCC) quantified a contribution claim against the manufacturer of a defective cladding system (Mulalley v Sto), draft regulations amending the Building Safety Levy (England) regime, a case in which the TCC was required to consider the validity and effects of a Final Statement issued under a Joint Contracts Tribunal (JCT) contract (Oakland Wantage v Stepnell), publication of a revised National Policy Statement for Ports by the Department for Transport (DfT), Ministry of Housing, Communities and Local Government (MHCLG) reforms and new guidance for the Nationally Significant Infrastructure Projects (NSIP) regime under the Planning and Infrastructure Act 2025 (PIA 2025), Construction Leadership Council (CLC) commentary on supply chain pressures following new steel tariffs, and the Industry Safety Steering Group’s (ISSG) fifth independent report on culture change and building safety in the built environment.

Strictly private and confidential To: [insert buyer name] [insert buyer address] Date: [insert date] Dear [insert buyer contact name], Confidentiality Undertaking Proposed acquisition of [insert target company name] Limited 1 Introduction 1.1 We refer to our recent discussions concerning the proposed sale by [insert names of each individual seller] (Sellers) of [the entire issued share capital OR [insert other description of number of shares being sold]] of [insert target company name] Limited (the Company) (Sale Shares) to the [insert buyer name] (or a member of its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Sellers and the Buyer is a party and together they are the parties. 1.2 You have requested certain Confidential Information [(and Personal Data) ]([each as ]defined below) be made available to you, your directors, officers, employees, agents and legal and financial advisers in order to enable both you and them to evaluate the Company [and its subsidiaries (the Group)] and to consider and negotiate the terms of the Proposed Acquisition. In consideration for the Sellers agreeing to supply, and supplying, the Confidential Information to

Dispute Resolution analysis: The High Court dismissed Nexans SA’s challenge to English jurisdiction over Intralinks Inc’s claim for unpaid virtual data room charges. The court held that Intralinks had a good arguable case that the contract was governed by English law, so the contractual gateway for service out applied. It also held that an implied term required Nexans to comply with Intralinks’ invoice payment instructions, meaning that the alleged non-payment was a breach committed in England. England was clearly the appropriate forum, notwithstanding related French proceedings. The decision considers competing contractual documents, the place of payment under an invoicing clause and the weight of an English governing law clause in the forum analysis.

Execution, in the context of contracts, is the means by which a party enters into a contract or deed by sealing or signing it, and by doing so gives it effect in law. It can be done in some cases by electronic means.

Practice Management analysis: Richard Moorhead, UCL Professor of Law and Professional Ethics, considers possible routes of change for legal education in the UK and the tensions between study and practice in the current system.

This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including HM Courts & Tribunals Service’s announcement of changes to the Online Civil Money Claims service for claims involving parties outside England and Wales and the Court of Appeal decisions in Sucden Financial v TMT Metals (cross-border disputes); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

STOP PRESS: As of 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) are in force. Procurements begun on or after this date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This content relates to the Procurement Act 2023 regime This practical guidance is about public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on public procurement under the previous legislation, see Practice Notes: Introduction to public contracts procurement—pre PA 2023 [Archived], Introduction to concession contracts procurement—pre-PA 2023 [Archived] and Introduction to utilities contracts procurement—pre-PA 2023 [Archived]. Parallel application of PA 2023 and previous regulations The government intended the implementation of PA 2023 to cause as little disruption as possible for procurements already

The precise legal boundary is fixed by the deeds showing the title to the land (the conveyance that first separated the land from a larger parcel being most relevant, where available). These are construed taking into account admissible extrinsic evidence. The location of the boundary is found by interpreting the transfer creating the boundary; that is, the transfer in which the two parcels of land were divided from each other. The rules of contractual interpretation apply and require consideration of the document as a whole and the physical features on the ground at the time of the transfer. For further information on the rules of contractual interpretation, see Practice Note: Contract interpretation—the guiding principles. In Drake v Fripp, Lewison LJ suggested the following approach: • look at the parcels clause, where the land is