On construction projects there may be a large number of professional consultants involved, all carrying out separate roles. The number of consultants depends on the size of the project and who appoints them will depend on the type of procurement. However, for most projects, the key consultants remain the same. This Practice Note explains what each of the key consultants does and highlights their main duties. For an explanation of the roles of the parties typically involved in a construction project (including the consultants but also the employer, contractor and sub-contractor), see Practice Note: Parties in a construction project. For an illustration of the contract structure of a typical construction project, and the way that the consultants fit into it, see: Structure of a development project—diagram. Architect The architect is usually the most important, or lead, consultant on a building project (as opposed to an engineering project). The architect is usually the consultant that an employer will engage first in respect of a project so that it can provide initial design advice and prepare a feasibility

Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note looks at the detailed procedures to be followed to implement the acquisition by a buyer (offeror) of all the shares, or one or more classes of shares, in a company (offeree) which it does not already own under a scheme of arrangement made under Part 26 of the Companies Act 2006 (CA 2006) (scheme). Unlike a takeover offer, a scheme involves no contract between the offeror and offeree shareholders. Instead, it is a statutory mechanism used to implement a range of corporate transactions. In a takeover context, a scheme is put forward by the offeree to its shareholders, or to the holders of the relevant class of shares. The involvement, and cooperation, of the offeree's board of directors is therefore usually required. A scheme is typified by certain essential characteristics, most significantly that it will require both offeree shareholder approval at a court-convened meeting and sanction by the court itself. For an explanation of the nature of schemes of arrangement, how

An indemnity may be defined as a contractual obligation falling upon one contracting party (the indemnifier) and owed to another contracting party (the indemnified party), the obligation being for the indemnifier to pay or otherwise compensate the indemnified party in respect of specified liabilities incurred or assumed by the indemnified party (such liabilities usually manifesting after signing of the contract). Seller's limitation of scope of indemnities Typically, the scope of an indemnity may be limited in the following ways: • by limiting the types of liabilities for which indemnification is to be provided—eg an indemnity can be limited to liabilities incurred: ◦ directly from a given set of circumstances and not extend to liabilities incurred indirectly from, or merely in connection with, those circumstances, and/or ◦ before completion of the share sale—for further information in relation to this, see Continuing breaches, below • by limiting the time period over which the indemnity is to be provided • by restricting the amount that can be claimed under the indemnity (known as an indemnity cap) • by setting out requirements

With effect from 6 April 2015 (when the pension freedoms were introduced), provisions were inserted in legislation and the rules of the Financial Conduct Authority (FCA) which require trustees, managers and providers of contract-based and trust-based schemes to give members with flexible benefits (essentially, money purchase or cash balance benefits) information about their retirement options. For further information on these information requirements, see Practice Notes: • Retirement communications in occupational DC schemes, and • Retirement communications in FCA-regulated pensions Following concerns expressed by the pensions industry about the lack of a safeguard or 'second line of defence' for people who decide not to use the Pension Wise guidance and who may consequently make poor value choices, the FCA, the Pensions Regulator and, later on, the Department for Work and Pensions (DWP) exercised their powers in 2015/16 to require pension providers and trustees of occupational pension schemes offering flexible benefits to give appropriate retirement risk warnings to scheme members who have decided on a retirement option and are accessing their pension pot. The

There are five key steps to improving efficiency: • Identify (define) what process needs improving (see Practice Note: Improving efficiency: Step 1—identify and define the problem) • Measure the problem (see Practice Note: Improving efficiency: Step 2—measure the problem) • Analyse your information (covered in this Practice Note) • Improve the process (see Practice Note: Improving efficiency: Step 4—improve the problem) • Control, ie embed the new process so it becomes business as usual (see Practice Note: Improving efficiency: Step 5—embedding changes) Management consultants often refer to this is as the ‘DMAIC framework’. This Practice Note guides you through Step 3, ie analysing the causes of the problem you identified in Step 1 and measured in Step 2). This Practice Note will develop the case study followed in Practice Notes: Improving efficiency: Step 1—identify and define the problem and Improving efficiency: Step 2—measure the problem. That case study relates to a hypothetical in-house legal team’s contract drafting process. Step 3 requires analysis of the information you have collated to: • analyse

Ownership issues may arise when companies contract out work projects to third parties who develop work on their behalf, such as an advertising agency commissioned to produce material for printed advertising or to be featured on the company's website. Therefore it is important to identify the owner of the copyright work. The first owner of any copyright in a work is usually the creator (known as the author), for example, an author, artist, designer or computer programmer. Title and ownership should be established before selling, licensing or adapting a work. If copyright is not dealt with expressly between the creator of the work and the commissioner? Where use of the commissioned work is not dealt with specifically under the terms of an agreement, the author retains the ability to control the ways in which the copyright work is exploited. This may affect the commissioner's ability to copy, publish and disseminate the work. A lack of certainty may lead to a legal dispute about what the commissioner can do; the author may seize the opportunity

Retention of title clauses The Encyclopaedia of Forms and Precedents (Vol 4(3)) provides the following description of a simple retention of title clause: ‘Under a retention of title clause, a seller of goods seeks to retain ownership of the goods, even after they have been delivered to the buyer, until he has received payment for them. A retention of title clause usually varies the general rule found in the Sale of Goods Act 1979 Section 18, Rule 1. Under this rule, ownership of the goods passes to the buyer when the contract is made, irrespective of whether the goods have been paid for or delivered, provided that the goods are in a deliverable state.’ (Retention of title clause: Encyclopaedia of Forms and Precedents [58.1]) As noted in our Practice Note: Retention of title, a valid retention of title clause gives a seller priority over secured and unsecured creditors of the buyer if the buyer fails to pay for the goods where it is insolvent

This Practice Note provides guidance on the special rules that apply in relation to the prescriptive period for obligations topay damages (formerly, to make reparation). It should be read in conjunction with Practice Note: Prescription in Scotland. For guidance on the law of limitation in Scotland, see Practice Note: Limitation of actions in Scotland, which also deals with the differences between limitation and prescription in Scots law. Key: • PL(S)A 1973—Prescription and Limitation (Scotland) Act 1973 • P(S)A 2018—Prescription (Scotland) Act 2018 PL(S)A 1973, s 11 deals with obligations to pay damages (whatever the source of the obligation). This section applies to all actions in contract or delict in which damages are sought. Prior to 28 February 2025, the section dealt with obligations to ‘make reparation’ instead of obligations to ‘pay damages’. When obligations to pay damages become enforceable PL(S)A 1973, s 11(1) provides that an obligation to pay damages (whatever the source of the obligation) for loss injury or damage caused by

CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the decision of 8 March 2022; it is no longer maintained. See further, timeline and commentary Case facts Outline CMA Chapter I and II CA98 investigation into suspected breaches of competition law relating to long-term exclusivity in the supply of electric vehicle chargepoints on or near motorways. Latest developments On 8 March 2022, the CMA announced its decision to accept commitments from Gridserve. These include commitments:• not to enforce exclusive rights in contracts with Extra, MOTO or Roadchef after November 2026, which currently cover around two-thirds of motorway service areas in the UK. In doing so, Gridserve has committed to reducing the length of the exclusive rights in the current contracts with MOTO by around 2 years and Roadchef by around 4 years (the contract with Extra is due to end in 2026)• not to enforce exclusive rights at any Extra, MOTO or Roadchef sites that are granted funding

This Checklist assists when commencing ad hoc arbitration under the provisions of the Arbitration Act 1996 (AA 1996), and institutional arbitration proceedings under the London Court of International Arbitration (LCIA) Arbitration Rules and the International Chamber of Commerce (ICC) Arbitration Rules. Key points to consider when commencing arbitral proceedings under the Arbitration Act 1996 • check the arbitration agreement for any pre-arbitration steps and/or conditions, such as participating in a form of ADR (such as negotiation or mediation), and comply with them • check any time-bars in the arbitration agreement/underlying substantive contract or statutory limitation periods and ensure that they are complied with—see Practice Notes: Limitation periods in arbitration (England & Wales) and Foreign Limitation Periods Act 1984 • check the arbitration agreement for the incorporation of any arbitration rules and/or any other provisions relating to the commencement of arbitration—see Practice Note: Commencement date of an arbitration under the AA 1996 and arbitration rules • check the service/notice provisions in the arbitration agreement and AA 1996 as applicable and put procedures in place to ensure that service will be

ARCHIVED: This Practice Note has been archived and is not maintained. How does Brexit impact supply of goods? Brexit affects the supply of goods to the extent that any such supply is cross-border between the UK and the EU, as there are new arrangements for trade between the UK and the EU from 1 January 2021. Consideration should be given to contracts for the supply of goods particularly to the extent that such contracts concern intellectual property, data protection and competition law implications. There will also be considerations dependent upon sector and routes to market. Changes to product safety and conformity will be essential for manufacturers. Divergence in the field of product liability is also anticipated over time. Contracts for the supply of goods The law governing contracts for the supply of goods in business to business transactions is UK derived, as such a contract for the domestic supply of goods(ie goods traded between two UK based entities) is largely unaffected by Brexit. From IP completion day, the UK becomes a

This Practice Note considers retention of title clauses, also known as reservation of title, ROT or Romalpa clauses. It considers the uses and limitations of retention of title clauses in protecting a creditor-seller from the insolvency of a debtor-buyer. The Practice Note considers the key elements of retention of title clauses, simple retention of title clauses and extended retention of title clauses including ‘all monies’ clauses and ‘proceeds of sale’ clauses. It also considers some practical matters concerning incorporation of retention of title clauses, enforcement and alternate routes of protection open to a seller. What is a retention of title (ROT) clause? At its simplest, a retention of title clause is a provision in a contract which allows the seller to retain title to goods which it has delivered to a buyer until the buyer has paid for them in full or, where permitted to do so, sold them on to a third party (Aluminium Industrie Vaassen v Romalpa Aluminium). A retention of title clause is sometimes referred to as a reservation of title clause, ROT clause