[ON THE HEADED NOTEPAPER OF CLAIMANT’S SOLICITORS] Our reference: [insert your file reference for this matter] FAO [RELEVANT NAME] [NAME OF DEFENDANT OR DEFENDANT’S SOLICITOR, IF KNOWN] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] [DATE] Dear [insert name] RE [PROSPECTIVE CLAIMANT’S NAME] AND [PROSPECTIVE DEFENDANT’S NAME] LETTER OF CLAIM We write further to our letter dated [insert date of previous correspondence, if any]. [As you know, we OR We] are instructed by [insert client’s full name], whose address is [insert full address]. This is our client’s letter of claim sent in accordance with the Practice Direction Pre-Action Conduct and Protocols (the Practice Direction) of the Civil Procedure Rules, a copy of which is enclosed for your ease of reference. We draw your attention to the final section of this letter which sets out the deadline by which your response is required and consequences of failing to respond properly within that time. [Your client should notify their insurer of this claim immediately. We would be grateful if you could kindly confirm the identity of your client’s insurer by return.] 1 Overview

We assume that the director intends that another individual affixes a copy of the director’s electronic signature (eg pasting the director’s signature in the form of an image) into an electronic version of the contract where: • the company in question is incorporated in England (and registered under the Companies Act 2006 (CA 2006)), and that the document in question is a simple contract (and not a deed) exclusively governed by and subject to the law of that jurisdiction • the relevant contract is a commercial agreement between businesses for goods or services (not subject to specific formalities or regulation) and the company has capacity to enter into the transaction and that it is not ultra vires • the intent is that the contract is entered into on behalf of (not by)

Construction analysis: The Technology and Construction Court (TCC) dismissed applications for summary judgment, holding that once negotiations include a ‘subject to contract’ reservation, that conditionality remains unless all parties expressly agree it has been removed or such agreement is necessarily implied. The court made clear that acceptance of terms in a ‘subject to contract’ agreement cannot in itself lead to a binding agreement. The underlying dispute concerned the collapse of a nursery roof at Baltimore Wharf, with damages estimated at over £2m. Settlement negotiations marked ‘subject to contract’ culminated in the claimant's solicitor confirming on 24 September 2024 that ‘the Settlement Agreement with WSP's amends is agreed’. However, the agreed settlement agreement remained marked ‘Subject to contract and without prejudice save as to costs’, with nothing in the email exchange demonstrating abandonment of this clear conditionality. The court found no evidence of necessary implication that the subject to contract reservation had been removed, noting that subsequent conduct of the parties, including agreements to stay proceedings was inconsistent with parties believing a binding settlement existed.

In answering this Q&A we have focused on a business-to-business transaction under which the fault in the asset constitutes a breach of the terms of the contract and on claiming damages for breach of contract. The elements of any claim will depend upon the usual rules of claiming damages for breach of contract (and how the circumstances pertain to them) together with any express provisions in the contract. General principles of damages The normal function of damages for breach of contract is the same as that in tort, namely, compensatory. The aim being to compensate the true loss suffered by the innocent party and place them in the same position, so far as money can do it, as if the contract had been performed. There are three main categories of damages, which may be recoverable

Aims of the parties The aims of the parties will differ depending on the precise nature of the contract, the dispute, and the parties’ commercial goals. They may include: • obtaining or avoiding performance of the contract • securing the refund or retention of any deposit paid • preserving the legal priority of any interest in the property (and conversely removing the interests of other parties) • recovering losses, interest and costs • minimising any damages payments • maintaining the parties’ business relationship • obtaining a release from future claims • minimising legal and management costs Background issues In considering settlement, the lawyers acting for each party should bear the following in mind: • the surrounding commercial pressures, such as prospects of redevelopment, the parties’ financial positions, the availability of planning permissions (if needed), current market value and likely future movement, the tax treatment of the property, and the client’s wider portfolio strategy • the need to observe key deadlines while negotiations are under way, for example limitation periods, contractual long-stop dates, or deadlines for notices

SDLT is a tax on land transactions (section 42(1) of the Finance Act 2003 (FA 2003)). A land transaction is an acquisition of a chargeable interest (FA 2003, s 43(1)). There are specific provisions which deal with when a charge to SDLT arises. A charge usually arises on completion but it may be earlier if the contract is 'substantially performed'. Practice Note:

Background Following the Grenfell Tower tragedy, the Welsh Government established the Building Safety Programme to address life-critical fire-safety risks in residential and mixed-use buildings in Wales. The Programme is intended to identify affected buildings, support the assessment and remediation of fire-safety defects, and ensure that leaseholders are protected from the costs of necessary remediation works. In developing the Programme, the Welsh Government identified that a number of residential and mixed-use buildings in Wales of 11 metres and over in height contained fire safety defects and that, under the law as it then stood, leaseholders would ordinarily have been responsible for meeting the cost of remediation. In response, the Welsh Ministers made financial provision through the Welsh Building Safety Fund for survey work and certain remediation works in respect of such buildings. On 19 July 2022, the Welsh Government’s Minister for Climate Change wrote to major residential property developers inviting them to enter into a developer’s pact setting out agreed principles, including that leaseholders should not have to pay for life-critical fire-safety remediation arising from the

If the Standard Conditions of Sale (SCS) (5th Edn) are being used, Condition 5.1 reflects the usual market position that the property is at the buyer’s risk from the date of the contract (this is also the open contract position). Where Condition 5.1 applies, damage to or destruction of the property between exchange and completion will not entitle the buyer to refuse to complete, nor to rescind. However, if the property is in the course of construction

What happens to rent deposits on a sale? How the sale contract should deal with rent deposits depends, of course, upon the terms of the relevant deposit deeds. Sellers should check the deeds early on to identify if the tenant needs to be a party to any deed as, inevitably, this will take time, it is not within the control of the parties and the tenant will have less commercial impetus than the seller and buyer to move quickly. There are usually three ways of dealing with rent deposits: • assignment • novation, or • new direct covenants between the buyer (as the new landlord) and the tenant It is essential that the parties comply with the deed’s requirements as otherwise the rent deposit may need to be repaid which will be a problem for the buyer. The seller’s lawyers may not always check what is required before issuing the draft contract, or they may include some generic draft wording such as: ‘the Seller must assign to the Buyer

WARNING These template replies to enquiries are intended only as a framework and starting point to assist the Seller in building their bespoke replies to enquiries. They are not a recommended, comprehensive or conclusive list and should not be used without careful consideration and bespoke amendment to suit the particular transaction. The replies given to enquiries before contract are representations made by the seller to the buyer and the buyer is entitled to rely on them in deciding whether or not to proceed with the transaction. It is imperative that they are correctly tailored to the specific matter and do not include any false or flippant statements. They should also not contain any generic statements, such as ‘Not to the Seller’s knowledge’, unless the Seller has made an effort to discover a more comprehensive answer to the enquiry. Such a response contains within it an implication that the Seller has itself made reasonable enquiries relation to the enquiry in question. You must stress to your client

Retention is the money retained from interim payments, by the employer, as security for future performance: the purpose of retention is basically to ensure both that completion is reached and that there is good/proper workmanship. See Practice Note: Retention of payment in construction contracts. Typically, market practice is that the retention money will be partially released by the employer (commonly 50%) on practical completion, with the remaining portion being released at the end of the defects liability period. This is the case under both the JCT and the NEC3 contracts. There is no maximum time limit, under statute or at common law, for which a retention can be withheld by the employer. It will depend on the terms of the contract. How long retention may be withheld may be an issue during pre-contract negotiations or, at the end of the project, when an employer may be delaying the repayment of the retention to the contractor. Pre-contract The arrangements regarding the repayment of retention

This Q&A considers whether, where a company is contemplating a number of share buybacks, it must enter into separate share buyback contracts each dealing with a single proposed share buyback or whether it may enter into a single share buyback contract that deals with all the proposed share buybacks, each to complete on a different date. It is assumed that the company in question is a private company limited by shares proposing to buy back shares off-market and that the proposed share buyback is not for the purposes of, or pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006). The contract required for an off-market share buyback (unless it is a share buyback for the purposes of, or pursuant to, an employees’