Service contract A ‘service contract’ is defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (CCR 2013), SI 2013/3134 as a contract, other than a sales contract, under which a trader supplies or agrees to supply a service to a consumer and the consumer pays or agrees to pay the price. This covers contracts that are for services only. A definition of ‘service’ is not provided (except to state that it includes the supply of water, gas or electricity if they are not put up for sale in a limited volume or a set quantity, and the supply of district heating). However, examples provided in the Chartered Trading Standards Institute (CTSI) guidance on distance sales include contracts for the services of a personal trainer or lawyer. The Department

A contracting authority may reserve the right not to award a public contract, in which case it is best practice to set this out in the procurement documentation. In some circumstances, a contracting authority may determine that a public procurement process is no longer viable, in which case it may wish to discontinue the current process and start again, see Practice Note: Discontinuing a public procurement process—pre-PA 2023 [Archived]. A contracting authority has a discretion to discontinue a public procurement exercise, for instance where the contracting authority: • discovers an error or issue with the procedure which cannot be remedied • changes its requirements, or • finds aspects of the tenders that need to be evaluated, which requires a change

[ON THE HEADED NOTEPAPER OF THE CLAIMANT’S SOLICITORS] Our ref: [insert your file reference for this matter] FAO: [CLIENT PARTNER OR SENIOR PARTNER] [NAME OF DEFENDANT FIRM] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] [DATE] Dear [insert name] [PROSPECTIVE CLAIMANT’S NAME] AND [PROSPECTIVE DEFENDANT’S NAME] LETTER OF CLAIM [We write further to our letter dated [insert date of your preliminary notice of claim, if sent ]. That letter was a preliminary notice of claim sent pursuant to the Pre-Action Protocol for Professional Negligence, and required an acknowledgment by [insert date].] [We are in receipt of your letter dated [insert date] acknowledging receipt of the preliminary notice. [However, we await confirmation that your professional insurers have been advised of the circumstances of our client’s claim against you. We request that you pass a copy of this letter to them, and confirm to us that you have done so.] ] 1 Overview and basis of claim 1.1 [As you are aware, w OR W]e act for [insert claimant’s name]. 1.2 We are instructed that you previously acted for our client in connection with [insert summary

Dispute Resolution analysis: In a dispute concerning a warranty as to turnover and profit following a business sale, the Court of Appeal has considered the differing consequences of pursuing the damages claim as either a warranty claim (breach of contract) or as a claim for misrepresentation (claim in tort)—the distinction being the different measure of damages in contract and of those in tort. The judgment summarises the applicable principles and provides hypothetical illustrative examples. It also indicates the value of obtaining expert evidence to support a claim, albeit the absence of valuation evidence in this case was not fatal to the recovery of damages on the contractual measure.

For the purposes of this Q&A, we have assumed there is a provision stating that an agreement may be executed in counterparts and that each signed counterpart is to be treated as an original in relation to a simple contract signed purely electronically. For information on a situation where a contract is being signed in hard copy and copies of the document are circulated electronically, you may find it useful to refer to Practice Note: Virtual execution of documents. This Q&A covers business-to-business contracts for services entered into by persons within England & Wales for (UK incorporated) companies based in the jurisdiction. For the purposes of this Q&A, it is assumed that no foreign or conflict of law issues apply and that the contracts and their formation are exclusively governed by English law and solely enforced in the English courts. Requirement

A contract term which excludes or limits liability is subject to both statutory and common law controls. A different regime is in place for contracts between businesses and consumers and it is generally more difficult for businesses to exclude or limit their liability in relation to these contracts. For the purposes of answering this Q&A, the scope has been limited to business-to-business contracts. In relation to business-to-business contracts, the following types of liability can be excluded or limited by a term in a contract but only to the extent that the term passes the reasonableness test described in section 11 of the Unfair Contract Terms Act 1977 (UCTA 1977): • negligence other than negligence resulting in death or personal injury (UCTA 1977, s 2(2)) • misrepresentation or any

Planning analysis: In a recent High Court decision, the judge held that Sainsbury’s was entitled to terminate a conditional agreement for the purchase of a stadium from Bristol Rovers. Philip Sissons, barrister at Falcon Chambers, examines the case in more detail and concludes that an obligation of good faith does not override the other terms of the contract.

This Q&A takes account of the HMRC guidance for employers: Claim for your employees' wages through the Coronavirus Job Retention Scheme as at 15 April 2020. For information on the updates to the HMRC guidance made on 4 April, 9 April and 15 April 2020, see the following News Analysis: • HMRC publishes updated employer and employee guidance on Coronavirus (COVID-19) job retention scheme • HMRC publishes second update to employer and employee guidance on Coronavirus (COVID-19) Job Retention Scheme, and • Treasury gives legal effect to Coronavirus Job Retention Scheme and updates guidance a third time For information: • on how to determine which system of law is applicable to a contract of employment or employment relationship,

The JCT Design & Build Contract 2011 defines ‘Development Control Requirements’ as 'any statutory provisions and any decision of a relevant authority thereunder which control the right to develop the site'. A planning permission is a decision of the relevant local authority

Equitable set-off Equitable set-off, also known as transaction set-off, arises where the parties have cross-claims that are inseparably connected with each other, such that allowing the claimant to succeed without taking into account the defendant’s own claim would be inequitable. Equitable set-off is a substantive defence to the claim and can be asserted by the defendant in the absence of judicial proceedings, eg by way of response to a demand for payment by the claimant. There is no need for the two claims to be for liquidated damages: the defendant’s own claim can be for an unliquidated sum to be assessed by the court. Cross-claims usually, but do not have to, arise out of the same contract. If the two claims are inseparably connected

The Unfair Contract Terms in Consumer Contracts Regulations 1999, SI 1999/2083 (UTCCR 1999, SI 1999/2083) apply to assured shorthold tenancies created before 1 October 2015. Part 2 of the Consumer Rights Act 2015 (CRA 2015), (CRA 2015, ss 61 to 76) applies to assured shorthold tenancies created on or after that

Where an employee has insufficient length of service to bring an unfair dismissal claim under the statutory regime set out in Part X of the Employment Rights Act 1996 (ERA 1996) (ERA 1996, s 94), if the circumstances of the termination are not such that the statutory qualifying period for bringing a statutory claim is reduced or dispensed with entirely, any termination of their employment will need to be considered in terms of common law principles. For further information, see Practice Note: Qualifying period for unfair dismissal. Under common law, if an employer dismisses an employee in breach of contract, eg dismissal without notice due under the contract, then such a dismissal would be wrongful. For further information, see Practice Note: Wrongful dismissal compensation. Constructive dismissal Dismissal