Stop press: A new version of the RIBA Plan of Work has been published (the 2020 edition)—see: LNB News 14/04/2020 99. We are reviewing this Practice Note accordingly. Parties involved in BIM and their roles In addition to the usual parties in a construction contract, BIM brings the possibility of additional roles. At present, there is no consistency over titles or scope of work for these roles although this is likely to develop in time. The roles currently being discussed include: Information Manager This is the role referred to within the CIC BIM Protocol. It is defined as being the person appointed, initially by the Employer (or owner of the built asset), to perform the Information Management Role. That role in turn is defined as including the establishment and management of the processes, protocols and procedures set out in the Information Particulars. The Information Particulars are appended to the Protocol and identify the employer’s information requirements, the BIM Execution Plan and the procedures relating to BIM for the project (eg co-ordination, dealing with inconsistencies, software etc). The CIC have produced

Many of the usual events of default for a typical syndicated loan facility will also apply (in some form) to a project finance transaction. For information about those events of default, including what events of default are, common events of default and distinguishing between an event of default, default and potential events of default, see Practice Note: Events of default. This Practice Note examines the types of additional events of default which may apply in a project finance transaction. Purpose of events of default in a project finance transaction Events of default give lenders a mechanism under which they can, if they choose, take action against a borrower for breach of its obligations under a facility agreement or if certain other events occur. This is preferable to relying on general contract law for remedies for breach of the terms of the agreement. There are advantages for all parties in listing out the events of default rather than the lenders having a generic right to act on any breach. These are: • certainty as to when the lenders can

This Practice Note on professional negligence claims provides practical guidance and tips for bringing a professional negligence claim. It covers immediate considerations from identifying the duty and the alleged breach, the loss and remedy sought, including causation, quantum and duties to mitigate. It also considers limitation of actions, settlement ADR and enforcement, the role of insurers in a professional negligence claim, starting the claim, disclosure and evidence and cross-border considerations. The main grounds for a claim concerning professional liability in Ireland are breach of contract, negligence and breach of fiduciary duty. Scope of this Practice Note This Practice Note provides practical guidance and tips on bringing a professional negligence claim. It covers immediate considerations from identifying the duty (contractual, tortious, fiduciary or a combination thereof) and the alleged breach, the loss and remedy sought, causation, quantum and duty to mitigate, professional negligence claims, limitation, issuing and pleading the claim, evidential issues including discovery and use of experts, as well as practical matters such as alternative dispute resolution (ADR). There

Basic terms At the outset consider whether overage is appropriate for the transaction. It may be the case that your client’s interests would be better served by agreeing an increased purchase price or by entering into a conditional contract instead. Overage clauses can be complex and expensive to negotiate. If overage is to be imposed, always consider the circumstances in which the seller is expecting or hoping to receive a further payment and how the buyer could avoid triggering the overage. Ensure that the overage includes clear definitions of: • the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and therefore, if no overage period is specified, there is a risk that the agreement could be perpetual) • the property which will be subject to the overage • any individual units to be sold or constructed, making it clear whether parking spaces and other such ancillary areas are part of a unit for the purposes of the overage calculation Include a ‘good faith’ clause as

Introduction Many trusts own shares as part of a portfolio of investments. This Practice Note looks at situations where trustees own shares in order to achieve some other commercial purpose. Such trusts fall into two main categories: • where the intention is to centralise management and possibly voting rights in the shares while maintaining the economic rights of the beneficiaries. These trusts will usually be bare trusts, and • trusts where the aim is to hold shares in order to benefit beneficiaries at some future time and possibly on a discretionary basis. Such trusts will generally be settlements for tax purposes Voting trusts A voting trust will often be used in conjunction with a shareholders' agreement so that the arrangement is part trust and part contractual. The trust/contract can operate in a number of different ways. For example, in Booth v Ellard, a number of family members placed their shares in the family company into a trust before the anticipated disposal of the company. Initially, a family member could

An adjudicator has the ability to correct an accidental error or omission provided they do so within a reasonable time of making their decision. This is known as the ‘slip rule’ as it applies where an adjudicator’s mistake is an 'inadvertent slip' which does not reflect their first thought and intention. This rule was implied pursuant to common law (in the absence of any agreement to the contrary). However, the slip rule is now encapsulated in section 108(3A) of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) (as introduced by the Local Democracy, Economic Development and Construction Act 2009, which applies to contracts entered into on or after 1 October 2011 in England and Wales and 1 November 2011 in Scotland). HGCRA 1996, s 108(3A) requires a contract to include a written provision 'permitting the adjudicator to correct his decision so as to remove a clerical or typographical error arising by accident or omission'. Further provisions are included in Part I of the Scheme for Construction Contracts (as amended) such that:

Arbitrations arising from insurance and reinsurance disputes share many common features with other types of commercial arbitration. This Practice Note provides an introduction to ad hoc and institutional arbitration proceedings in the insurance context. It also looks at Bermuda Form arbitration proceedings which may arise from ‘Bermuda Form’ policies, a specific type of excess liability insurance policy. References to ‘insurance’ in this Practice Note relate to ‘insurance and reinsurance’ unless otherwise indicated. The Practice Note covers: • Agreements to arbitrate in the insurance context, institutional and ad hoc arbitration, and • Bermuda Form arbitrations Agreements to arbitrate, institutional and ad hoc arbitration Agreements to arbitrate For arbitration to be available as a dispute resolution, the parties to the insurance contract must either have agreed to submit the dispute or difference that has arisen to arbitration, or must agree, after the dispute has arisen, to do so. It is necessary to determine whether there is a valid agreement to arbitrate and whether the dispute that has arisen is within the scope of that agreement. Sometimes,

ARCHIVED: This Practice Note has been archived and is not maintained. NOTE: On 5 September 2023, CIETAC introduced new revisions (Revisions) to its current 2015 arbitration rules, in response to the growing needs for flexibility and efficiency in the digital age and evolving practice in international arbitration following a revision plan initiated in April 2021. The Revisions across over 30 articles include digital case management, multi-tiered arbitration agreements, jurisdiction, multi-contract arbitrations, arbitral procedures and other challenging issues. The Revisions will become effective from 1 January 2024, and apply to all CIETAC arbitrations commenced as of that date. CIETAC’s current arbitration rules took effect from 1 January 2015 (the CIETAC Rules 2015). This Practice Note is UNDER REVIEW—it currently reflects CIETAC's structure and role as set out in the CIETAC Rules 2015. This Practice Note covers arbitration under the CIETAC Arbitration Rules 2015 (CIETAC Rules), which, generally, apply to arbitrations accepted by CIETAC on or after 1 January 2015 (CIETAC, art 84). For guidance on arbitration under the CIETAC Rules 2012, see: CIETAC

The parties to a marriage or civil partnership cannot contract out of the court’s jurisdiction to make orders for financial provision on divorce or dissolution. However, the existence of a post-nuptial, maintenance or separation agreement may have a persuasive or even decisive influence on the outcome of either party’s application for a financial remedy, depending on the precise circumstances surrounding the agreement. The Supreme Court in Radmacher (formerly Granatino) v Granatino did not accept that there is necessarily a material difference between a pre-nuptial agreement and a separation agreement and found that the court is entitled to overrule (or uphold) the agreement in either case. See also Practice Note: Implications of pre-nuptial agreements within proceedings for financial provision. The agreement may be taken into consideration as either part of all the circumstances of the case, or as conduct that it would be inequitable to disregard. The court must have regard to whether the terms of the agreement are 'fair', see: The impact of Radmacher. Types of agreements Maintenance

TO BE PRINTED ON THE HEADED PAPER OF THE SELLER’S LENDER’S SOLICITORS To: [insert details of the buyer’s solicitors] (the Buyer’s Solicitors) [insert details of the buyer’s lender’s solicitors] (the Buyer’s Lender’s Solicitors), and [insert details of the buyer’s lender] Dear [insert organisation name] This undertaking relates to the sale of [insert property description] (the Property) by [insert seller’s name] to [insert buyer’s name] (the Transaction) and the discharge of the registered charge over the Property dated [insert date] (the Charge) in favour of [insert bank name] (the Bank). We act for the Bank. We confirm that: • we are holding to the order of the Bank the documents set out in Schedule 1 (the Release Documents) executed by the Bank in respect of the Charge [(copies of which are attached to this letter)]; • the amount required to redeem the Charge before [insert the time of completion specified in the contract] on [insert the completion date] is £[insert amount] and thereafter the amount required to redeem the Charge will be [insert amount] increased by £[insert the

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note explains how tort and delict claims are dealt with under Article 7(2) of Regulation (EU) 1215/2021, Brussels I (recast). It considers the meaning of tort and delict claims under Article 7(2) of Regulation (EU) 1215/2012, Brussels I (recast). The Practice Note provides information on how Article 7(2) is to be interpreted—one pivotal aspect of that interpretation arises when determining where the harmful event occurs to determine which court has jurisdiction. Guiding principles, together with examples spanning different types of claims are set out. The Practice Note also considers the position when dealing with co-defendants as well as that of seeking a declaration that a party does not have any liability in either tort or delict. For guidance on the harmful event for specific types of claims, see Practice Note: E&W Brussels I (recast)—the harmful event for specific tort and delict claims (art 7(2)) [Archived]. For guidance when dealing with contract claims under the regulation,

ARCHIVED: This Practice Note has been archived and is not maintained. It considers the impact of Brexit on contractual boilerplate clauses in advance of IP completion day. For information on the impact of IP completion day on boilerplate clauses, see Practice Note: What does IP completion day mean for contract clauses? The United Kingdom’s withdrawal from the European Union on exit day, the implementation period, and the period beyond each have a number of implications for the drafting, negotiation and enforcement of contracts governed by English law. This Practice Note considers the impact of Brexit on boilerplate clauses specifically. ‘Boilerplate’ is the term used to describe the clauses that are included in an agreement to deal with the mechanics of how it works and those legal points that are relevant to most transactions. They are generally found at the beginning and the end of an agreement. Boilerplate clauses are often thought of as standard, miscellaneous provisions, but this is a very dangerous view to adopt. As a boilerplate clause will deal with issues such as the