What is subcontracting? Subcontracting is the delegation by a party of some or all of its obligations under a contract between it and a customer to a third party (the subcontractor) for performance by the subcontractor. For the purposes of this Q&A, we refer to the party wishing to subcontract its obligations as ‘the supplier’. When permitted: • such subcontracting will 'discharge' the supplier’s obligation to perform the subcontracted obligations under the main contract (provided that the subcontracted obligations are performed in accordance with the requirements of the main contract), and • the customer is obliged to accept the subcontractor’s performance in accordance with the main contract as if the supplier had tendered such performance directly Where vicarious (ie subcontracted) performance is permitted, there is no transfer of the supplier’s liability under the main contract to the subcontractor. The supplier remains liable to the customer under the main contract for the non-performance by the subcontractor, even where the customer consents

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert name of seller] [of [insert address] OR trading as [insert trading name] of [insert address] OR a firm whose principal place of business is [insert address of firm] OR [an LLP OR a company] incorporated in [insert place of incorporation, eg England and Wales] with registered number [insert registered number] whose registered office is at [insert address]] (the Seller), and 2 [insert company name], a company incorporated in England and Wales with registered number [insert company number], whose registered office is at [insert address] (the Company). Recitals: (A) The Company has a share capital of [insert amount] divided into [insert number] [insert class] shares of [insert nominal value] each. (B) The Seller is the legal and beneficial owner and sole registered holder of the Sale Shares (as defined below). (C) It is proposed that the Company shall purchase the Sale Shares from the Seller on the terms of this agreement. The parties agree: 1 Definitions and interpretation 1.1 In this agreement: [Approval Long-Stop Date • means [insert time][am OR pm]

Fraud on the part of an employee is likely to amount to a fundamental breach of contract that, if the employee was still employed, would entitle the employer to terminate the contract of employment. Where the employer sets out in its disciplinary rules or disciplinary procedure a list, or examples, of what will amount to gross misconduct, this will usually include fraud (see eg Precedent: Code of conduct and disciplinary and dismissal procedure, clause 2.5). The employment tribunal only has jurisdiction to hear an employer’s claim for breach of contract against a former employee if, and only if, that former employee has included a contract claim in their ET1 claim form

This Q&A deals with the question of whether a contract between a company and a third party which is entered into in breach of the company’s articles of association is enforceable. Articles of association The articles of association set out the rules by which a company must be run and administered. The articles comprise the main constitutional document of the company, as from 1 October 2009 the memorandum of a company incorporated after that date has no practical relevance. For more details on the constitution of companies, (including companies incorporated under the Companies Act 1985 or earlier legislation, see Practice Note: A company’s constitution). The articles are effectively a contract between the company and its members and can take one of three forms: • bespoke articles—drafted specifically for the company in question • statutory articles, for example those under the Companies Act 2006 (CA 2006)—the Companies (Model Articles) Regulations 2008 (Model Articles Regs 2008), SI 2008/3229,

Arbitration analysis: The Commercial Court dismissed a section 69 appeal against an arbitral award that granted charterers contract/market damages after shipowners failed to provide a vessel for a declared October shipment under a contract of affreightment. The court held that the tribunal had correctly characterised the owners’ conduct as non-performance of the shipment required by the charterers’ September declaration, rather than delayed performance. A later shipment carried on different terms and involving a different cargo did not extinguish the charterers’ accrued rights or amount to performance of the original obligation. The decision emphasises the separable nature of individual shipment obligations under a contract of affreightment and confirms the orthodox measure of damages where a declared shipment is not performed.

Law360: A London appeals court ruled on 12 January 2024 that a Japanese insurance company can bring a claim over the delayed delivery of aircraft under a contract it was not originally party to, finding that rights reassignments 'by operation of law' are not the same as those made 'by any party'.

This Q &A assumes that the question concerns a public procurement subject to the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102. Consortium bids are not specifically defined in PCR 2015, SI 2015/102. However, consortium bids are permitted as an economic operator is defined as 'any person or public entity or group of such persons and entities, including any temporary association of undertakings, which offers for the execution of works or work, the supply of products or the provision of services on a market'. PCR 2015, SI 2015/102, reg 19(6) permits a contracting authority to require a group of economic operators to assume a specific legal form once they have been awarded the contract, to the extent that such a change is necessary for the satisfactory performance

This guide enables organisations to make climate considerations part of the commercial rationale for transactions and contracts, helping them to meet climate targets and introduce legally binding

The starting point would be to consider the status of the survey and whether it forms part of the Scope. In the NEC3 Professional Services Contract 2013 (PSC), the consultant's services are set out in the Scope. This is the equivalent of the Works Information in NEC3 ECC and a combination of the Employer’s Requirements and Contractor’s Proposals in JCT contracts. The definition of the Scope is set out in clause 11.2(11) of the PSC. If the survey does not form part of the Scope, then clause 12.4 (entire agreement clause) applies and there is unlikely to be any recourse under the compensation clauses because the survey does not form part of the contract. In this case, it will be necessary to rely upon potential claims in tort such as misrepresentation or negligent misstatement—see for example Actionable misrepresentation and negligent misstatement—overview

It will be assumed in this answer that there is no collateral contract, multiple (group) contract or agency agreement present. It is further assumed that the contract is either still in force, or the applicable limitation period has not expired. See Practice Note: Limitation—the principal limitation periods. The Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) only applies to contracts entered into on or after 11 May 2000 (or on or after 11 November 1999 if they expressly provide for the application of C(RTP)A 1999 (C(RTP)A 1999, s 10), meaning that in respect of contracts concluded prior to such date(s) (as applicable) (and assuming no subsequent variations to the contrary agreed between the parties) the terms of the C(RTP)A 1999 cannot be relied upon by third parties to the contract and the common law doctrine of privity of

Rectification is an equitable remedy aimed at amending a document to accord with the intention of the parties. Parties to a contract may have had a common intention or understanding when they drew up their contract as to what it meant but, somehow, that meaning has not been reflected in the drafting, ie it is different from the objective meaning of the contractual document as ascertained in accordance with the rules of contract interpretation. Alternatively, a mistake may be able to be corrected by means of construction ie, seeking a declaration of the court as to the meaning of the relevant clause, rather than by applying for rectification. In Investors Compensation Scheme v West Bromwich Building Society, Lord Hoffmann set out the five principles of contract interpretation as follows: • interpretation

Local Government analysis: In the myriad of litigation involving the ride-hailing app Uber, what started out as a case about worker statu, resulted in litigation about the legislative interpretation[1] of licensing Acts[2] in relation to contractual relationships. This resulted in potential VAT implications for the private hire industry and travelling public alike, triggering a VAT consultation by HMRC[3]. Expressing no view as to whether the Divisional Court was right or wrong in Uber v TFL[4] on the same point in relation to the Private Hire Vehicles (London) Act 1998, the Court of Appeal allowed the appeals by DELTA and Veezu. Thus discharging the declaration made by Mr Justice Foster in the High Court that required operators to contract as principal with passengers for the provision of a booked journey under the provisions of the Local Government (Miscellaneous Provisions) Act 1976 (LG(MP)A 1976). Written by David Wilson, licensing consultant at A2Z Licensing.