For general principles of contractual interpretation, see Practice Note: Contract interpretation—the guiding principles which sets out the five principles of interpretation used by the courts to answer the questions of what a contract means and what the parties’ respective rights and obligations under the contract are, as formulated by Lord Hoffmann in the leading case of Investors Compensation Scheme v West Bromwich Building Society. These rules

We assume the contract in question is an off-premises business-to-consumer (B2C) contract for the supply of services, with both contracting parties based in the UK. Consequences for cancellation rights Regulation 36 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) deals with the provision of services during the cancellation period and states that the trader should not provide the service during the cancellation period unless the consumer

Reservation of contracts Regulations 20 and 77 of the Public Contract Regulations 2015, SI 2015/102 (PCR 2015), concern the reservation of contracts. These provisions allow authorities to reserve contract opportunities for certain types of supplier in order to allow the contracting authority to further their objectives in social, health and other policies. PCR 2015, reg 20 states: '(1) Contracting authorities may (a) reserve the right to participate in public procurement procedures to sheltered workshops and economic operators whose main aim is the social and professional integration of disabled or disadvantaged persons, or (b) provide for such contracts to be performed in the context of sheltered employment programmes, provided that at least 30% of the employees of those workshops, economic operators or programmes are disabled or disadvantaged workers' Reg 20 focuses on opportunities for the social and professional integration of disadvantaged or disabled workers and allows the contracting authority to restrict the process to bids from organisations meeting the relevant criteria. Reg 20 reflects

An employee's consent will be required for any variation to his contract of employment after his employment has started, including the introduction of a new post-termination restriction, unless the employer can rely on an express contractual reservation of the right to vary the contract, which is unlikely. Consent may be express, for example where the employee signs a document to acknowledge that he accepts the new terms or gives an oral acknowledgement of his acceptance, or implied. Obtaining the express consent of the employee(s) concerned to the proposed changes is effective to vary the contract of employment if the consent is: • given freely and free from duress, and

Q&A: What is the best approach for updating an existing B2B contract? notes that the parties should consider various aspects when deciding whether variation or termination is more suitable to update the contract, including: • the provisions for variation, change control and termination within the existing contract • the parties’ resource and appetite for pursuing either of these options In terms of negotiating the proposed amendments to the contract or highlighting which provisions it is suggested will be changing in the new relationship, options include: • opening up ‘in principle’ discussions • setting out a detailed narrative of the proposed amendments • if a variation has been chosen as the preferred method, preparing the proposed variation agreement or deed • if termination and

See out: Drafting and negotiating an indemnity clause—checklist, which outlines key provisions and issues for consideration when drafting and negotiating indemnity clauses in commercial contracts. It states to ensure that the wording of the indemnity covers the types of losses that the parties have agreed will be covered. From a practical perspective, some types of loss, such as loss of

When does risk pass to the buyer? The fundamental principle which most contracts invariably follow is that risk passes to the buyer on exchange of contracts. The parties would not ordinarily vary this unless the seller is carrying out works or perhaps there is a long period between exchange and completion. This reflects the common law principle (also known as the open contract position) and is confirmed in the Standard Commercial Property Conditions (Third Edition—2018 Revision) (SCPCs) in condition 8.1: ‘The property is at the risk of the buyer from the date of the contract.’ The question of passing of risk is a separate question to that of who insures between exchange and completion. The latter turns on whether the property is being sold with vacant possession or subject to leases. Whatever the insurance position, the risk must pass to the buyer as there may be damage by uninsured risks (although this is subject to the seller’s obligation to look after the property—see Duty to look after property below). If the property is in the

In a consumer contract, a clause requiring disputes to be resolved exclusively by arbitration is not automatically binding and may be subject to significant legal scrutiny under the laws of England and Wales. Such clauses are governed by the Arbitration Act 1996 (AA 1996), the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015 (Consumer ADR Regulations), SI 2015/542 and the Consumer Rights Act 2015 (CRA 2015), which impose restrictions to protect consumers from unfair terms. Under AA 1996, s 91, a compulsory

Construction analysis: On 17 April 2024, the Joint Contracts Tribunal (JCT) published the 2024 editions of its Design and Build Contract and Design and Build Sub-Contract Agreement and Conditions, along with associated guides. In this article, we consider how these contracts differ from their 2016 equivalents. Key changes include new grounds for extensions of time (termed ‘Relevant Events’ in the JCT suite of contracts) and recovery of loss and expense (ie ‘Relevant Matters’), several provisions responsive to legislation changes introduced through the Building Safety Act 2022 (BSA 2022) and the Corporate Insolvency and Governance Act 2020 (CIGA 2020), amendments to the termination provisions, changes to the provisions on design liability, and the inclusion of clauses addressing sustainable development and collaborative contracting that formerly were optional.

For the purposes of this Q&A: • it is assumed that the question is whether parties to a personal data sharing or collaboration arrangement may agree a general liability cap on claims that may be brought by each party under that contract for breach of any of the data protection provisions in that contract, and • it is only commented on the general position under the General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR) as it applies under the laws of England and Wales. Limitation of liability provisions in contracts are subject to general controls and restrictions imposed by both statute and by common law that are beyond the scope of this reply. For further guidance, see Practice Note: Exclusion and limitation of liability Contractual claims—general position Where two parties will share or otherwise collaborate in the processing of personal data, it is necessary to determine whether each party is acting as a processor, independent controller or joint controller. See Practice Note: Determining

The general position is that, unless there is a specific agreement to the contrary, an employer will own any intellectual property (IP) that an employee creates: • in the course of the normal duties of their employment or when undertaking duties that have been specifically assigned to them • as long as an invention might reasonably be expected to result from carrying out the duties Where the nature of the employee's job puts them under a special obligation to further their employer's interests, the employer will own any IP the employee creates in the course of their duties at work, regardless of whether it might reasonably have been expected to result from the work. Where the employee is senior, the duty of fidelity means that they should disclose the existence of such material to the employer in order to allow