A document which provides rights to a party (usually a developer/funder or owner) against a party with whom they have no privity of contract.

ARCHIVED: This Practice Note has been archived and is not maintained. The EU Commercial Agents Directive cases tracker is intended to track the relevant cases of the Court of Justice related to Council Directive 86/653/EEC (OJ L 382/17), the EU Commercial Agents Directive. For more information on the EU Commercial Agents Directive, see Practice Note: The EU Commercial Agents Directive. Case Date Summary QT v O2 Czech Republic AS, Case C-574/21 23 March 2023 Scope of the ‘commission lost’ by the commercial agent for the calculation of the indemnity payment This case concerns the calculation of the indemnity payment due to commercial agents upon termination of an agency contract.Article 17(2) of Directive 86/653/EEC requires EU Member States to legislate to ensure that commercial agents, in certain circumstances, are entitled to an indemnity payment upon termination or expiry of the agency contract. This judgment concerns the scope of what commissions should be included when calculating this indemnity.The Court of Justice has clarified that the calculation of the indemnity should

(pursuant to part 26A of the companies act 2006) between [insert name of Plan Companies] and their Creditors/Members (as defined in the Restructuring Plan) Dated [insert date] 1 Definitions and Interpretation In the Restructuring Plan, unless the context otherwise requires or otherwise expressly provides, the following definitions apply: Act • means the Companies Act 2006 of Great Britain; Admissible Interest • means any interest provided for in a contract or any relevant statute or any other relevant law or judgment; Admitted Claim • means the balance, if any, calculated as remaining due from the Plan Companies to a Creditor/Member pursuant to clause 12.1 following the application of set-off pursuant to clause 13.1; Agreed Claim • means the amount determined as being due from the Plan Companies in respect of a Creditor’s/Member’s Claim pursuant to clause 10; Allowed Proceeding • means any Proceeding brought by a Creditor/Member relating to an Excluded Claim; Available Distributable Amount • means the amount available for payment by the Plan Companies to their Creditors/Members pursuant to clause 15; Board • means the board of directors of the Plan Companies from time to time; Business Day • means any day other than Saturday, Sunday or any other day on which banks in the City

This Practice Note focuses on the approach taken by supranational bodies such as the International Organisation of Securities Commissions (IOSCO) (the international body that brings together the world's securities regulators), the Financial Stability Board (FSB) and the Basel Committee on Banking Supervision (BCBS) (the primary global standard setter for the prudential regulation of banks) to the regulation of cryptoassets. It also provides some background to the meaning of cryptoassets and the unique challenges that cryptoassets pose to regulators. For more information taken by EU authorities and regulators, see Practice Note: EU regulation of cryptoassets. For information about the approach taken by UK authorities and regulators, see Practice Note: UK regulation of cryptoassets. This Practice Note should also be read in conjunction with Practice Note: Web 3.0, digital assets and cryptoassets—essentials which discusses: • What are cryptoassets? • Common terms associated with cryptoassets • Development of cryptoassets • Characteristics of cryptoassets • Considerations for businesses looking at cryptoasset technology • Cryptoassets, the smart contract and ICOs • Disputes involving cryptoassets • Regulation of cryptoassets • Cryptoassets as regulated

This Practice Note looks at the different types of relationships which may give rise to vicarious liability including between an employer and employee but also other relationships which are similar to employment. An employer’s potential liability is also explored in relation to incidents which occur outside working hours such as at social events and where an employee physically assaults another person. Relationships sufficiently akin to employment In Catholic Child Welfare Society v Various Claimants, Lord Phillips famously stated at para [19]: ‘The law of vicarious liability is on the move.’ The relationship that will most often give rise to vicarious liability is that of employer and employee under a contract of employment. It appears that such a relationship will be assumed to be sufficient to satisfy the first stage of the following two-stage test: • stage one—the relationship between the individual tortfeasor and the defendant is one that is capable of giving rise to vicarious liability • stage two—there was a sufficient connection between the act or omission of the tortfeasor and the relationship

The Corporate Insolvency and Governance Act 2020 (CIGA 2020) was introduced as part of the government’s response to the economic impact of the coronavirus (COVID-19) pandemic. Among other reforms, CIGA 2020 inserted new provisions into the Insolvency Act 1986 (IA 1986), that are intended to ensure the continuity of supplies to businesses which are in financial difficulties and struggling to pay the supplier, and to restrict the operation of certain contractual rights in contracts for the sale and supply of goods upon insolvency. CIGA 2020 has significant implications for the construction industry. The provisions likely to impact parties to construction contracts are the restrictions on a supplier’s right to terminate or to do ‘any other thing’ where the customer is insolvent, as provided by IA 1986, s 233B (which was introduced by CIGA 2020, s 14). In the construction context, the customer for the purposes of the CIGA 2020 provisions will be the employer under a main contract or a consultant’s appointment, or, in sub-contracts,

This Practice Note considers what ‘negotiating damages’ (previously sometimes known as Wrotham Park damages) are, when they may be available as a remedy for contractual breach and what the court will take into account when assessing them. For guidance on the remedy of damages, see Practice Note: The remedy of damages—general principles. For guidance on the general principles for claiming damages for contractual breach and the distinction between claiming for pecuniary and non-pecuniary losses, see Practice Notes: • Contractual damages—general principles • Contractual damages—pecuniary losses • Contractual damages—non-pecuniary losses What are ‘negotiating damages’? Negotiating damages are damages which are assessed by reference to the sum that the claimant could reasonably have charged for releasing the defendant from the obligation which the latter failed to perform (the hypothetical release). This is in contrast to the general compensatory nature of contractual damages which entails an assessment of the loss actually caused by reference to the difference between the claimant’s actual position and the position they would have been in had the contract been performed. Lord Reed

Deposits taken by landlords and letting agents for certain residential tenancies must be protected by a tenancy deposit scheme (TDS) (which may be insurance-based or custodial). This Practice Note covers the purpose of the deposit legislation, the requirements for landlords, financial penalties for failure to comply, and the restrictions on obtaining possession. The deposit regime All deposits taken by landlords for residential assured tenancies (ATs) in England must be protected by a TDS. There are transitional provisions to exempt tenancies that were non-shorthold ATs before 1 May 2026. The parties cannot contract out of the obligations. There are two types of TDSs: insurance-based schemes and custodial schemes. They are intended to: • allow tenants to get all or part of their deposit back when they are entitled to it and make any disputes easier to resolve • encourage landlords and tenants to make a clear agreement from the start on the property's condition so that a landlord is not left out of pocket when a tenancy expires and the tenant leaves It is for the landlord,

A placing agreement is a contract between a company (Issuer) and one or more placing agents (Brokers), pursuant to which the Issuer appoints such Brokers as its agents to procure subscribers for shares in the Issuer. A placing is typically a non-pre-emptive offer to institutional investors and will not be open to retail investors. At times (for instance, in a placing agreement entered into as part of an initial public offering (IPO)), the directors and proposed directors of the Issuer (Directors) will also be a party. If the Issuer is listed (or is listing) on AIM, then its Nominated Adviser (or Nomad) will also be a party if it is not already a party in the capacity of Broker. The placing agreement sets out the obligations of the Brokers to place shares of the Issuer (which are usually yet to be allotted) to institutional investors. Brokers may also place existing shares in the capital of the Issuer with investors on behalf of selling shareholders. The placing agreement details the fees and commissions

This Practice Note looks at pensions-related issues that can arise under settlement agreements within the arena of English law. Settlement (or compromise) agreements are commonly encountered in an employment law context as a means of agreeing and settling outstanding claims of employees against their employers (and indeed vice versa) in employment termination situations. Such claims may arise from a variety of sources, for example: • statute • the relevant contract(s) of employment, or • areas of common law such as tort (for example, claims alleging negligence) Claims can arise in respect of any part of the employment process (eg at the initial hiring stage, during the actual period of employment or during the termination process) and can involve complex and expensive issues, particularly where the settlement agreement relates to the employment of senior executives (which is often the case). For further information on settlement agreements, see: • Practice Note: Settlement agreements in employment—legal requirements • Practice Note: Taxation of termination payments—settlement agreements • Precedent: Settlement agreement (employment) • Precedent: Settlement agreement (employment) (short form) Settlement

This Practice Note deals with who owes duties and what duties are owed under the Construction (Design and Management) Regulations 2015 (C(DM) Regs 2015), SI 2015/51. One issue in construction sites accidents is understanding which party owes the duty of care. Construction sites often involve complex contractual relationships. For example, one party may own the site and the work, a separate construction firm may carry out the work and that construction firm may then sub-contract aspects of the work to other companies. Often the supply of labourers is itself sub-contracted to specialist employment agencies. Contracts for the provisions of equipment often include the provision for the supply of skilled operators and such operators themselves may be self-employed or supplied under sub-contracts between the equipment supplier and an agency. Post 1 October 2013 On 1 October 2013, section 69 of the Enterprise and Regulatory Reform Act 2013 (ERRA 2013) came into force. For workplace accidents occurring from that date, civil liability no longer arises from a breach of health and safety statutory duty unless the relevant regulation

This Practice Note looks at the design obligations in the 2017 editions of the FIDIC contracts (Red, Yellow and Silver Books) and considers fitness of purpose and responsibility for the Employer’s Requirements. For a look at the design obligations in the 1999 editions of the Red, Yellow and Silver Books and in the Pink and Gold Books, see Practice Note: FIDIC contracts (pre-2017 editions)—design. Under the Yellow and Silver Books, the design is carried out by the Contractor to comply with the Employer's Requirements which are prepared by or on behalf of the Employer, whereas under the Red Book the design is prepared by or on behalf of the Employer. The design is contained in the following documents: • the specifications and drawings (the Red Book) • the Employer's Requirements and Contractor's proposals (the Yellow Book) • the Employer's Requirements and Tender (the Silver Book) Contractor design obligations under the Red Book FIDIC considers the Red Book to be a 'traditional construction' contract, because the Contractor will carry out and complete the construction of the Works according