A merger clause (often called an entire agreement or integration clause) states that the written contract is the complete and exclusive record of the parties’ bargain and supersedes prior drafts, negotiations, heads of terms and representations. It is a descriptive contractual device rather than a defined statutory term; its effect is shaped by case law. Key features typically include: an “entire agreement” statement, a supersession provision, and sometimes non-reliance wording aimed at pre-contractual statements. It is used across commercial, finance, construction and M&A contracts to manage parol evidence risk, limit collateral warranties and allocate responsibility for pre-contract communications.Enforceability is contextual. Fraud cannot be excluded. In England & Wales and Northern Ireland, clauses that exclude or limit liability for misrepresentation (including through non-reliance language) are subject to statutory reasonableness tests and consumer protections; similar scrutiny applies under unfair terms and consumer law generally. In Scotland, effectiveness is assessed under Scots contract law and the Unfair Contract Terms Act 1977; courts closely examine clarity, reasonableness and collateral undertakings. In Ireland, entire agreement clauses are recognised at common law; their ability to restrict reliance on pre-contract statements depends on construction and Irish unfair terms and consumer legislation.Distinct from the property doctrine of merger on completion; parties may expressly preserve collateral obligations.

The seller may attempt to qualify the warranties by its knowledge, information or belief on the basis that it cannot be expected to disclose matters which it does not know about. Common examples of knowledge qualifiers within a warranty for a share or asset purchase are the inclusion of terms such as ‘to the seller’s best knowledge’, ‘so far as the seller is aware’ or ‘to the best of the seller’s knowledge and belief’. Often the knowledge qualifier will be defined within the contract itself. If there is no definition or guiding principle within the contract itself, the common law will step in to assist.

These are optional clauses in NEC3/NEC4 contracts (known as secondary options). Option Y(UK)1 covers the use of a project bank account in relation to the works. Option Y(UK)2 ensures that the contract's payment provisions comply with the Housing Grants, Construction and Regeneration Act 1996. Option Y(UK)3 allows a third party to a contract (eg a tenant or purchaser) to enforce terms of the contract in certain circumstances under the Contracts (Rights of Third Parties) Act 1999. See also W options, X options and Z clauses.

The contractor agrees to carry out the works at a capped price so that it is taking the risk of some of the events which would usually entitle it to claim further sums over and above the contract price. The term is misleading because there is almost no contract in which the contractor agrees to take all risks of increased costs including of course those which occur as a result of variations. Obviously, the price will include a substantial premium to cover the contractor against all of the risks that it is assuming.

A bill of lading is a receipt signed by the person or his agent who contracts to carry certain specified goods, and setting out the terms of the contract of carriage under which the goods have been delivered to and received by the ship.

Arbitration analysis: Antrix and Devas entered into a satellite-leasing agreement. Antrix terminated the agreement, citing its force majeure clause. Devas commenced arbitration proceedings against Antrix and subsequently was awarded $562.5min damages plus interest when the arbitral panel ruled unanimously that Antrix had breached the contract. Devas petitioned the United States District Court for the Western District of Washington to confirm the award, citing the arbitration exception to sovereign immunity as the basis for personal jurisdiction over Antrix under the Foreign Sovereign Immunities Act of 1976, Pub. L. 94-583, 90 Stat. 2891, 28 U.S.C. Sec. 1330, 1332(a), 1391(f) and 1602-1611 [hereinafter the FSIA]. The FSIA establishes a default rule that foreign states are immune from the jurisdiction of U.S. courts unless the action falls within one of the specific exceptions set out in the statute. 28 U.S.C. §§ 1604-1607. The FSIA prescribes the means of service for suits against a foreign state, political subdivision agency or instrumentality in Section 1608. The FSIA explicitly provides that personal jurisdiction will exist in cases brought against foreign states only if an exception to immunity in Section 1605 applies and service has been made under Section 1608. See 28 U.S.C. § 1330(b). Antrix moved to dismiss, arguing that the District Court lacked personal jurisdiction. The District Court confirmed the award and entered a $1.29bn judgment against Antrix. Antrix appealed the District Court’s decision to the United States Court of Appeals for the Ninth Circuit. The Ninth Circuit reversed the lower court’s decision, finding that personal jurisdiction was lacking because Antrix lacked sufficient suit-related contacts with the United States, as required by Int’l Shoe Co v Washington, 326 US 310 (1945). Devas appealed the Ninth Circuit’s decision. The Supreme Court held that under the FSIA personal jurisdiction over a foreign state or its agencies or instrumentalities exists when two requirements are met: (1) an exception to foreign sovereign immunity applies, and (2) the foreign state or its agencies or instrumentalities have been properly served in accordance with the FSIA. §1330(b). Therefore, the Supreme Court held that the Ninth Circuit erred in imposing a third requirement that a plaintiff must also prove that the foreign state has made ‘minimum contacts’ with the United States sufficient to satisfy the standard personal jurisdictional test set forth in International Shoe Co v Washington, 326 US 310, 316 (1945). In refusing to apply a third requirement, the Supreme Court provided that the FSIA’s jurisdiction requirements are limited to the plain text of the Act, creating a bright-line rule over foreign sovereign states. Written by Charles H Camp, president; Matthew Brajuka, Law Clerk; and Kale Wright, Law Clerk; Law Offices of Charles H Camp, PC, Washington, DC.

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company. A private limited company will only buy back its shares off-market. Therefore, this checklist does not deal with on-market share buybacks. For an introduction to share buybacks, including an explanation of the differences between an off-market share buyback and an on-market share buyback, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with a share buyback, a private limited company should consider a number of issues and may need to take a number of steps. For further information, see Practice Notes: Private company share buybacks—initial considerations and Tax issues on share buybacks for corporate lawyers. Articles of association and shareholders' agreements:

Also known as a tender bond (or guarantee). These are used as part of the tender process to guarantee performance by tendering contractors (more commonly in international projects). Bid bonds typically operate so that the surety will pay out to the employer (subject to maximum sum specified in the bond) in the event that the successful tenderer fails to perform the contract—a tender bond gives the employer comfort that tenderers are able to perform the contract on the basis of the bids submitted by the tenderers. They are usually issued as on-demand instruments.

A Tomlin order is a form of consent order where proceedings are stayed on agreed terms with permission to lift the stay in the event of non-compliance with those terms) and a separate confidential schedule recording the terms agreed between the parties. The order is only kept alive to the extent necessary to enable any party to enforce the terms. Unlike court orders by consent generally, a Tomlin order constitutes a binding contract between the parties so the court can only re-open the dispute between the parties where it could intervene with any other contract.

An exclusion applies to the regulated activities of dealing, arranging, safe custody and assets and applies when the regulated activity may reasonably be regarded as a necessary part of other services provided in the course of that business

A lending transaction is simply the making of a loan of money by a lender to a borrower. This can range from a small overdraft from a bank to a customer to secured, syndicated facilities made to make an acquisition of a multi-national group. This Practice Note provides an introductory guide to lending transactions. It discusses the different types of loan transaction and provides an overview of the structure of a typical loan transaction, before discussing the documentation involved in loan transactions and security, quasi-security and intercreditor issues. It outlines some key legal issues that can arise on lending transactions before providing an overview of specialist finance transactions, including project finance, real estate finance, acquisition finance and asset finance. This Practice Note provides an introduction to loan transactions in a commercial context. It does not cover consumer lending. Loan transaction collection Our Loan transaction collection is an introductory resource for junior lawyers and provides an overview of each phase of a loan transaction and the tasks that lawyers are required to complete as part of each

A-day 'A-day' is the commonly used name regarding wide-ranging pension 'simplification' tax changes that took effect from 6 April 2006. Key changes related to: the amount of pension contributions permitted, the range of schemes an individual could invest in, the amount an individual could take out (and when) and what an individual could do with the remainder of the fund. A-day introduced both the annual and (now abolished) lifetime allowance rules, see: Annual allowance and Lifetime allowance. AFPS Armed forces pension scheme, see Practice Note: Public sector pensions and family proceedings. Accrual rate The rate at which pension benefit increases as pensionable service is completed in a final salary scheme, eg 1/60 for each year of pensionable service. Accrued benefits The benefits in respect of service accrued up to a certain date. Added years The provision of additional pension by adding on additional years of pensionable service in a salary-related scheme. Additional years are added by transfer payments or additional voluntary contributions/augmentation. Additional state pension (ASP) Originally known as SERPS (state earnings-related