Arbitration analysis: This case involved a breach of contract claim between a Canadian seller and a US (Minnesota) buyer for the sale of hand sanitisers during the early stages of the coronavirus (COVID-19) pandemic. Although the US buyer alleged that the UN Convention on Contracts for the International Sale of Goods (CISG) constituted an ‘impermissible new theory of liability at the summary judgment stage’, the court held that the CISG applied because the sales contract had been executed between parties of contracting states, Minnesota law governed the contract, and the parties had (neither explicitly nor implicitly) opted-out of the CISG. The court further ruled that an invoice was not a condition precedent in a cash-on-delivery (COD) contract. Finally, repudiating from US case law, the court held that attorneys’ fees were recoverable as foreseeable damages under CISG Art 74. Written by Gizem Alper, independent international legal and ADR advisor.

It is not clear from your query whether the contract in question is a contract of service (ie an employment contract), or a contract for services. This distinction is important, because the status of the consultant as employee, worker or independent contractor will determine what, if any, employment claims he may have in these circumstances. A number of key employment rights, such as unfair dismissal rights, are given only to employees. Many other rights are provided to a wider category of 'workers', which includes, but is not limited to, employees. For further information about the specific rights available in each case, see: • Employees and workers: checklist of rights • Practice Notes: Worker status—Protected rights enjoyed by 'workers' and Employee status—Protected rights enjoyed by 'employees' Employee Different pieces of legislation contain different definitions of what constitutes an employee. This is relevant for the purposes of considering an individual’s eligibility to bring a claim under the legislation in question. An individual may, for example, be an employee

Zero hours employees and workers have the right to 5.6 weeks' paid statutory holiday per leave year under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833. Following the Supreme Court decision in Harpur Trust v Brazel, it is clear that all categories of worker should have their paid holiday entitlement determined in accordance with the relevant provisions of WTR 1998, SI 1998/1833, and sections 221–224 of the Employment Rights Act 1996 (ERA 1996). For further information, see Practice Note: Zero hours contracts, in particular the main section dealing with Paid holiday entitlement under the heading ‘Holiday entitlement and accrual’. As for any worker, holiday pay for zero-hours/casual workers must be paid at the rate

Since the bidder has nominated a liquidator, we have assumed that the company has already entered liquidation. See the Insolvency (England and Wales) Rules 2016, SI 2016/1024, r 6.11, Pt 6, Ch 3. According to section 87(1) of the Insolvency Act 1986, the company shall, from the commencement of the winding up, cease to carry on its business which may impact the execution of the company’s

This Practice Note provides an overview of potential points that may be useful to consider when tailoring a commercial contract for public sector use. When using template terms and conditions, it is always useful to consider whether there needs to be any tailoring of provisions to reflect bespoke service requirements, internal requirements and/or the risk profile. Public body services and requirements are diverse and contracts will need to be drafted and adapted on a case-by-case basis. The nature of the parties involved may also necessitate further adaptations to reflect potentially different roles, relationships and legal statuses. Tailoring should usually be informed by early engagement with the market and relevant stakeholders, including with internal specialist colleagues, eg service area leads, legal, finance and insurance. Legal advice should be sought when considering what provisions should be included in a specific contract. For further practical guidance on public sector clauses and commercial contract clauses, see: Public sector clause bank—overview, Commercial clauses—overview and Practice Note: Outsourcing—key terms. Key aspects of commercial terms and conditions While

The statutory scheme of apprenticeship agreements was brought into force in 2011 under the Apprenticeships, Skills, Children and Learning Act 2009 (ASCLA 2009). The current, simplified scheme of approved English apprenticeships (relying on approved apprenticeship standards) was introduced from 26 May 2015. The old English apprenticeships scheme (relying on recognised English frameworks) continues to operate under transitional provisions. For information on apprenticeships generally, see Practice Note: Apprenticeships. An approved English apprenticeship must take

If a party entirely refuses to complete following the exchange of contracts, damages may be sought for breach of contract. If the purchaser is the one to back out, they are likely to forfeit the deposit. In Hooper v Oates, the Court of Appeal cited the judgment of Toulson J in Dampskibsselskabet "Norden" A/S v Andre & Cie SA for the broad principle that will be applied in assessing damages: ‘where a contract is discharged by reason of one party's breach, and that party's unperformed obligation is of a kind for which there exists an available market in which the innocent party could obtain a substitute contract, the innocent party's loss will ordinarily be measured by the extent to which his financial position

This Practice Note summarises the key elements of guarantees and indemnities, the circumstances in which they are used, issues that beneficiaries and lenders should consider in respect of the form of the guarantee or indemnity, and in the context of indemnities or guarantees granted by individuals or corporate entities. For an example: • indemnity clause, see Precedent: Indemnity clause—commercial contracts • performance guarantee, see Precedent: Parent company guarantee—commercial contracts • payment guarantee, see the Precedents listed in: Guarantees—overview For more information on guarantees and indemnities generally, see Practice Notes: • Guarantees • Indemnities in commercial contracts Elements of a guarantee A guarantee: • is a promise by the guarantor to the beneficiary that a third party (the primary obligor) will perform an obligation, and/or if the third party does not perform, the guarantor will perform it or procure its performance • creates a secondary obligation (ie an obligation dependent on the primary obligor’s obligation), and • can never exceed the obligation of the primary obligor in the absence of wording to the contrary (ie if the primary

Public Law analysis: The court found that a decision by the Minister for the Cabinet Office to directly award a contract for research to inform the government’s communications strategy during the coronavirus (COVID-19) pandemic to the interested party, Public First, was unlawful. Public First had personal and professional connections to both the Minister himself and to Dominic Cummings (then special adviser to the Prime Minister). The judge accepted that the defendant had been entitled to rely on the truncated procedure under regulation 32(2)(c) of the Public Contracts Regulations 2015 (PCR 2015) to make the award, and accepted that the term of six months was not disproportionate. However, the use of regulation 32(2)(c) did not relieve the defendant of the requirement to conduct the procurement so as to demonstrate a fair and impartial process of selection. In the circumstances, the failure to consider any other research agency by reference to objective criteria gave rise to an appearance of bias. Written by Siân McGibbon, barrister at 4-5 Gray’s Inn Square.

The Companies Act 2006 defines an ‘overseas company’ as any company incorporated outside the UK. An overseas company has to be registered at Companies House if it opens an ‘establishment’ in the UK. An establishment is: • a branch within the meaning of the Eleventh Company Law Directive, Directive 89/666/EEC, or • a place of business that is not such a branch For further information on the definition of ‘branch’, see Q&A:What is meant by an overseas company having an establishment or a branch within the UK? and Practice Note: Overseas companies with an establishment in the UK. The assumption

In Placefirst Construction v Car Construction, the TCC determined a complex payment dispute, the outcome of which turned on whether the contractor had issued a valid pay less notice (PLN). The court decided that the contractor had issued a valid PLN. That decision entailed a finding that the sub-contractor had issued a valid payment notice (PN), to which the contractor’s PLN responded. Among other points, the court considered that the sub-contractor’s interim payment application (IPA) met the requirements for a PN under section 110A(3) of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996). To recap, HGCRA 1996, s 110A(3) provides that: ‘(1) A construction contract shall, in relation to every payment provided for by the contract— (a) require the payer or a specified person to give a notice complying with subsection (2) to the payee not later than five days after the payment due date, or (b) require the payee

This response assumes that the only change introduced by the new holiday policy is to increase the holiday entitlement of those with long service, and that it is not proposed to alter or decrease the holiday entitlement of employees generally. An employment or worker contract may, like any other contract, be amended at any time either: • in accordance with the terms of the contract itself (eg where a clause in the existing contract purports to give the employer the power to vary some, or all of the terms, unilaterally, without the employee's consent), or • with the agreement of all the parties to the contract For further information generally, see Practice Note: Changing terms and conditions of employment. Changing