This Practice Note provides practical guidance on proper execution of simple contracts and deeds for general partnerships. For information relating to execution by limited liability partnerships, see Practice Note: Execution formalities—limited liability partnerships. For information relating to execution by limited partnerships, see Practice Note: Execution formalities—limited partnerships. We have produced a collection that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. Quick view The table below provides a brief overview of the execution formalities applicable to partnerships and where related precedent execution clauses can be found. For further information, navigate to the document type using the links in the first column. Document type Can be made: Document can be executed by: Precedents Simple contracts On behalf of the partnership. The signature of a partner acting under the authority of the partnership, express or implied. Execution clause—partnership—contract. Deeds On behalf of the partnership. Execution as a deed by all

This Practice Note considers the English Court’s attitude to take-or-pay clauses and provides a thorough consideration the rule on penalties in relation to take-or-pay clauses. For an introduction to introduction to take-or-pay clauses in the energy sector and the regulatory and competition law issues regularly encountered, see Practice Note: An introduction to EU law and competition law issues for take-or-pay clauses in energy contracts. For more information on drafting take-or-pay clauses and the common features encountered, see Practice Note: Drafting take-or-pay clauses in energy contracts. English courts’ attitude to take-or-pay clauses English Courts have generally recognised and upheld take-or-pay provisions in commercial agreements. In Port of Tilbury (London) Ltd v Stora Enso Transport & Distribution Ltd, the defendant had an ongoing need to import, handle, store and distribute its paper in England. It entered into a long-term contract with the claimant, the Port of Tilbury (the ‘Port’), under which the Port agreed to construct facilities for the handling of the defendant’s paper at Tilbury and provide a number of services

Power offtake arrangements In project financed power generation projects, one of the key documents is the power offtake agreement. Typically referred to as a 'power purchase agreement' or PPA, this is commonly a contract between the generator and a licensed electricity supplier acting as offtaker for the whole of the plant’s output. PPAs of this type are commonly on the licensed supplier’s standard terms, which will be familiar to most funders. For our key resources on PPAs, see: Power purchase agreements and routes to market—overview. These PPAs are offtaker-friendly and it is generally difficult to negotiate significant changes. Another form of power offtake arrangement is where the generator is directly connected to one or more local customers via a ‘private wire’ and these customers buy their power directly from the power station. In general, ‘private wires’ refers to electricity distribution systems not owned or operated by a distribution network operator (DNO) licensed under the section 6 of the Electricity Act 1989 (EA 1989). (For ease, post-liberalisation

The Insolvency (Protection of Essential Supplies) Order 2015 (I(PES)O 2015), SI 2015/989 was made on 26 March 2015 and, in accordance with article 1(1), came into force on 1 October 2015. The purpose of I(PES)O 2015, SI 2015/989 is stated in its explanatory memorandum to: • amend the Insolvency Act 1986 (IA 1986) 'to prevent essential IT and utility suppliers of businesses on certain formal insolvency procedures from exercising contractual rights to terminate the supply or to increase charges to the insolvent company on account of the insolvency', and • 'ensure that insolvency practitioners are able to secure supplies that are essential to facilitate a prospective rescue of the business' and provide 'safeguards for those suppliers who will be affected to ensure they may terminate the contract or the supply in certain specific circumstances' The Corporate Insolvency and Governance Act 2020 (CIGA 2020) introduced a new IA 1986, s 233B, which provides that suppliers of goods or services are unable to rely on contractual clauses allowing for

Reinsurance contracts may be proportional or non-proportional. Loss settlement clauses are observed in both types. The main purpose of loss settlement clauses is to record what the parties to a reinsurance contract have agreed as to how the reinsured may prove its loss in order to claim under its reinsurance. The usual intention, if the reinsurer has sufficient faith in its cedant to settle inwards losses properly, is to mitigate the burden on the reinsured of having to prove its loss to the standard required by the common law and to minimise the need for reinsurers to reinvestigate underlying losses. Some loss settlement clauses also impose express safeguards or provisos to ensure that the bargain struck by the reinsurer is not undermined by binding loss settlements that are beyond the scope of cover provided. Loss settlement language may also be combined with words that incorporate the terms and conditions of the underlying policy so as to align the scope of cover with it (typically, but not exclusively

This Practice Note considers the available remedies in claims for the tort of deceit, including rescission of contracts and the award of damages. It considers rescission of contracts and the approach to awarding damages with reference to the tortious measure and the peculiar features of claims in deceit. It also considers exemplary damages, interest as damages and legal costs as damages in the context of deceit claims. For guidance on pleading deceit claims, see Practice Note: Deceit claims—pleading and standard of proof. Deceit claims—damage must be suffered In order to bring a claim in tort for deceit, the claimant must have suffered damage as a result of having been deceived. See Practice Note: The tort of deceit—required elements. Damages as a remedy The usual damage suffered is financial and therefore damages, assessed on the tortious basis, are the usual remedy in a deceit claim. Rescission and personal/proprietary claims to follow However, where the defendant’s deceit induced the claimant to enter into a contract then the claim to damages may be preceded by a declaration regarding

As set out in The economic torts—overview, the law makes provision to protect a person’s trade or business from acts which are considered to be unacceptable. This Practice Note on the economic tort of conspiracy (a civil cause of action) identifies the two forms of tortious conspiracy: unlawful means conspiracy and lawful means conspiracy (conspiracy to injure) and identifies their key distinguishing features. It also considers aspects of those claims which are generic to both types of claim, eg the defence of justification to a civil conspiracy claim and issues relevant to the pleading of civil conspiracy claims and overcoming the burden of proof. For guidance on the constituent elements required to bring a claim of lawful means conspiracy (conspiracy to injure), see Practice Note: Lawful means conspiracy (civil action). For guidance on the constituent elements required to bring a claim of unlawful means conspiracy, see Practice Note: Unlawful means conspiracy (civil action). For guidance on claims for: • unlawful interference, see Practice Note: Economic tort of unlawful interference • procuring a breach of contract,

This Q&A considers the requirements for solicitors and law firms regulated by the Solicitors Regulation Authority (SRA) when supervising remote workers. It considers general supervision requirements in the SRA Codes of Conduct, the supervision of trainee solicitors and additional requirements for Lexcel-accredited firms. SRA supervision requirements The SRA’s core regulatory requirements in relation to supervision are found in the two Codes of Conduct (the SRA Code for Solicitors, RELs and RFLs and the SRA Code for Firms), which should be read in the context of the SRA Principles. Additional requirements relating to supervision are peppered throughout the SRA Standards and Regulations. The core requirements include: SRA Code for Firms SRA Code for Solicitors, RELs and RFLs You remain accountable for compliance with the SRA’s regulatory arrangements where your work is carried out through others, including your managers and those you employ or contract with.Para 2.3 Where you supervise or manage others providing legal services:—you remain accountable for the work carried out through them, and—you effectively supervise work being done for

This guide provides general information about the Transfer of Undertakings (Protection of Employment) Regulations 1996 (TUPE). Your employment lawyer will be able to provide specific advice based on your circumstances. What is TUPE? TUPE stands for the Transfer of Undertakings (Protection of Employment) Regulations 2006, referred to in this guide simply as ‘TUPE’. The purpose of TUPE is to protect employees’ rights when the business, part of the business or the service they work in transfers to a new employer. This may occur when a business or part of a business is sold, or work is outsourced, brought back in-house or moved from one contractor to another. In practical terms, the effect of TUPE can mean that: • transferring employees automatically transfer to the new employer (known as the transferee) on their existing terms and conditions • their continuity of employment is preserved • dismissals or contract changes connected with the transfer are restricted TUPE also sets out specific obligations for the existing employer (known as the transferor) and the transferee to provide information to and, in certain circumstances to consult with, representatives

[ To be typed on headed notepaper of transferor ] [Date] [ Strictly private and confidential ] Dear [insert name of trade union official(s) or employee representative(s), or affected employee] [As you are aware, we have been in discussion with a number of prospective purchasers in relation to the [identify business or part being transferred] (the ‘Business’). A purchaser has now been found and I am writing to confirm that we are proposing to transfer the Business to [enter name of transferee]. OR As you are aware, we have been in discussion with a number of prospective service providers in relation to the [identify business or part being transferred] (the ‘Services’). A service provider has now been found and I am writing to confirm that [enter name of transferor] is proposing to outsource the Services to [enter name of transferee]. OR As you are aware, our contract to provide [insert details] services (the ‘Services’) to [enter name of client] is coming to an end and on its termination those services will be performed by [enter name of transferee]. I am writing

This Practice Note looks at an adjudicator’s jurisdiction/authority, including how it arises, the ability of an adjudicator to make a binding decision on whether they have jurisdiction, and the impact (if any) of mistakes of fact, errors of law or procedural errors on the adjudicator’s jurisdiction. For guidance on challenging an adjudicator’s jurisdiction, see Practice Notes: Grounds for a jurisdictional challenge in an adjudication and Making a jurisdictional challenge in an adjudication. What is the adjudicator’s jurisdiction? The jurisdiction (or authority) of the adjudicator is essentially their power to make decisions in relation to the parties’ rights. The adjudicator’s authority derives from: • the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) • the contract between the parties, and/or • the applicable adjudication rules, such as the Scheme for Construction Contracts An ‘adjudicator’s jurisdiction’ is also often used to refer to the scope of what they are entitled to decide, ie the dispute contained in the Notice of Adjudication. For example, an adjudicator does not have jurisdiction to decide that the employer is required

Introduction The purpose of this Practice Note is to: • examine the nature of the on demand performance bond, and • key elements that help identify whether a performance bond is likely to be construed as an on demand instrument, as compared to a ‘conditional’ guarantee or bond For consideration of performance bonds generally, see Practice Note: Performance bonds—construction projects. For guidance on making a call under a bond, see Checklist: Calling on an on demand bond—checklist. Key features The principle features of an on demand bond are: • the obligation to pay is a primary obligation of the surety • the bond can be called and is payable on demand • the ‘pay first, argue later’ principle applies meaning that the surety must first pay the demand, and then if necessary pursue a claim against the beneficiary, for wrongful call • in the absence of fraud, there is little scope for challenging such a demand (unless the demand does not comply with the procedural requirements of the bond or the underlying contract) • a variation of