By Jeffrey A. Goldwater and George J. Manos, Lewis Brisbois Bisgaard & Smith LLP, (updated by the Practical Guidance attorney team) Unlike other types of damages, punitive damages are not awarded to compensate a victim, but instead are meant to punish the wrongdoer and function as a deterrent. The conduct that triggers liability for punitive damages is of an extreme and outrageous nature, where the questionable acts are wilful, wanton, and intentional. In the overwhelming number of jurisdictions, punitive damages are not awarded for breach of contract, and are assessed far more frequently in tort actions. Both the punishing and deterrent aspects of punitive damages flow from legal wrongs, where the duty breached is essentially a social norm, and does not arise in a private contractual setting. Indeed, the crux of the tort of bad faith breach of insurance contracts lies in the desire to expose insurers to extra-contractual damages. The US Supreme Court in Pacific Mut. Life Ins. Co. v Haslip, 499 US 1, 111 S. Ct. 1032 (1991), highlighted

What standard forms are available? Although not yet widely used in the private sector, project bank accounts have been recommended by the government for use in public sector construction projects. See Practice Note: Introduction to project bank accounts. In response, standard form documentation has been issued by JCT, NEC and PPC2000. This Practice Note looks at the approach taken and the notable features of these documents/clauses. JCT JCT first issued its Project Bank Account Documentation in 2010. It was republished as part of the JCT 2011, 2016 and 2024 suites, but without any substantive textual changes. While the 2011 edition included a report on a consultation exercise, this has been replaced by guidance notes in the 2016 and 2024 editions. A Scottish version was published by the SBCC in February 2023. The 2024 documentation is designed to provide the means for setting up a project bank account, and comprises three elements: • Project Bank Account Agreement (PBA) • JCT Joining Agreement (PBA/JA) • enabling provisions to be included in the building contract It is designed

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 27 March 2017; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission merger investigation into the proposed merger between Dow and DuPont (Case M.7932). The transaction involves horizontal overlaps in markets for crop protection, seed and certain petrochemicals. Latest developments On 27 March 2017, the Commission cleared the transaction subject to commitments. Under the commitments, the parties will (1) divest a significant part of DuPont's existing pesticide business, including its R&D organisation, and (2) two of Dow's manufacturing plants for acid co-polymers as well as a contract with a third party through which it sources ionomers. Parties Dow is a US-based company headquartered in Michigan. It is a diversified chemicals company, part of a wider group active in plastics and chemicals, agricultural sciences, and hydrocarbon and energy products and services. DuPont is a US-based company headquartered in Delaware. It is active in the research, development, production, distribution and sale of a variety of chemical products,

It is common in construction projects for defects to manifest or appear in the works. Most construction contracts require the contractor to return to site to rectify (also known as ‘make good’) defects which arise or are discovered during a specified period after practical completion of the works. This is typically referred to in the construction industry as the defects liability period (DLP), although the JCT contracts refer to it as the rectification period, NEC uses the term defects date and FIDIC refers to it as the defects notification period. What is a defect? As the DLP relates to the rectification of ‘defects’, it is important to consider what this term covers. ‘Defect’ is not a term of art and there is no ‘standard’ definition of what constitutes a defect in building works. However, in broad terms, a defect is work which does not meet the standard or a specification required by the building contract. This can be due to fault(s) in the work, materials or design, or shortcomings in the quality of the work. For

This Practice Note explains who the JCT are and provides an overview of the most commonly used standard form building contracts that they produce. Reference copies of the contracts and associated guides are available in the relevant JCT subtopics (ie JCT contracts 2024, JCT contracts 2016, JCT contracts 2011, JCT contracts 2005 and JCT contracts 1998) under the ‘Forms’ tab, and also in the following documents: • JCT contracts 2024—reference copies • JCT contracts 2016—reference copies • JCT contracts 2011—reference copies • JCT contracts 2005—reference copies • JCT contracts 1998—reference copies Who are the JCT? JCT stands for Joint Contracts Tribunal. The JCT was formed in 1931 and now consists of the following member bodies: • the Royal Institute of British Architects • the Contractors Legal Group Ltd • the Royal Institution of Chartered Surveyors • the Local Government Association • the Scottish Building Contract Committee Ltd • Build UK Group Ltd • the British Property Federation Each of these member bodies nominates a director to the JCT Board. The JCT has produced a standard form

1 Introduction 1.1 This policy outlines the rights and responsibilities of employees who are pregnant or have recently given birth and sets out the arrangements for pregnancy-related sickness, health and safety and maternity leave and pay. 1.2 This policy applies to all employees.[ The health and safety aspects of this policy also apply to certain qualifying agency workers, as set out in paragraph 5. No other aspects of this policy apply to agency workers. Such workers may, however, have a right to maternity leave and pay etc from their agency and should contact them for further information.] This policy does not apply to consultants or self-employed contractors. 1.3 This policy is for guidance only and does not form part of your contract of employment and we may amend it at any time. It outlines the rights employees and others are given by law but is intended to be a summary only and not a complete statement of your rights. Please contact [the HR department] if you have any queries about your entitlement. 1.4 In this policy, references to ‘EWC’ are to your expected week of childbirth,

This Agreement is made on [insert date of execution of the share option agreement] Parties 1 [insert name of company whose shares are being granted under option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder). Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement an Option to acquire Shares on the terms set out in this Agreement. (B) The Company will satisfy the exercise of the Option by transferring or procuring the transfer of Shares or issuing new Shares. (C) The Option is not a tax-advantaged option. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Contract • means the contractual arrangements which comprise the following parts: (a) the agreement(s) between the Company and the Employer pursuant to which the Option Holder is contracted to provide services to

Parties 1 [insert full name of party], residing at [insert address] (together with their successors hereinafter together referred to as the Landlord); and 2 [insert full name of party], residing at [insert address] [and [insert full name of party], residing at [insert address]] but expressly excluding any subtenants or successors (other than permitted by law) hereinafter [together] referred to as the Tenant. The parties CONTRACT AND agree as follows: 1 Definitions Fixed Equipment • means all fences, roads, tracks, bridges, hedges, dykes and walls, gates, gate-posts, embankments, drains both underground and surface, ditches, artificial water courses, water pipes, tanks, and pumps, on the Land, so far as not redundant or (in the case of electrical and mechanical machinery) no longer operative at the commencement of this Lease; Interest • means [five] per cent above the base rate for the time being in force of [name of bank] (or any other UK clearing bank specified by the Landlord); Land • means ALL and WHOLE of the property known as [insert description] at [insert address or location] extending to approximately [insert number] [acres OR hectares] [being [all OR part] of the Land registered

In addition to ensuring its security has been validity created and perfected, a secured party will want to ensure its security ranks as it expects against any other competing security interests. Disputes as to priority arise less commonly than might be expected due to the use of deeds of priority and intercreditor agreements. However, these are only of use if the creditors are aware of each others' security interests and agree on whose interest should take priority. Where there is no contractual agreement, the general law as to priority will apply. For detailed information on contractual priority arrangements, see Practice Note: Contractual priority—varying the basic rules on priorities. This Practice Note examines the rules which determine the priority of competing security interests where the holders of those interests have not specifically agreed an order of priority among themselves by contract. Practice Note: Priority between security interests—practical examples sets out some common situations and suggests how priority rules may work in practice. It is important to note that English law priority rules are complex and are

This Practice Note provides a glossary of key terms essential to the understanding of local government reorganisation (LGR). For further information on LGR, see Practice Note: Local government reorganisation (LGR)—quick guide. Local government reorganisation (LGR)—the process by which the structure, boundaries and functions of local authorities are changed; most commonly (in current policy terms) to move from a two-tier structure (county and district councils) to a unitary local government (a ‘single tier’ authority for an area). Structural changes order—a piece of secondary legislation enacted under the Local Government and Public Involvement in Health Act 2007 (LGPIHA 2007) which implements LGR in a specified area, establishes the new structural arrangements and provides for the abolition of predecessor councils and transitional governance. Examples include the Surrey (Structural Changes) Order 2026, SI 2026/264. Section 24 direction—a direction made under LGPIHA 2007 requiring relevant authorities to obtain consent from a specified person before they can: • dispose of land if the consideration for the disposal exceeds £100,000 • enter into a capital contract where the authority

What is a misrepresentation? A misrepresentation is an untrue statement of fact or law made by one contractual party to the other and will be actionable where the misrepresentation: • is relied on by the innocent party • induces the innocent party to enter into the contract, and • causes the innocent party to suffer loss The representation may be oral or in writing or arise by implication from words or conduct. Mere silence is not usually enough, although active concealment, half-truths, inaccurate or misleading answers to specific enquiries, or a failure to correct a representation that has become false may be actionable. The representation may consist of a statement of fact or law. Representation may include a statement of law: Pankhania v London Borough of Hackney at [55]–[56]; Representation may include a statement of law: Halsbury's Laws of England [710]. The representation can also be a statement of opinion. For further information, see: Representation may include a statement of law: Halsbury's Laws of England [710] Representations implied from conduct: Halsbury's Laws of England [717] Representations

This Practice Note provides guidance on the proper execution of simple contracts and deeds for individuals. It covers issues of legal capacity, the form required for execution of documents by deed, and the requirements for witnesses. 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 individuals 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 Document can be executed by: Precedents Simple contracts The signature of the individual. Execution clause—individual—contract Deeds Signature of the individual in the presence of a witness who attests the signature.See: Section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). Execution clause—individual—deed (option 1) Signature at the individual’s direction but only if