The share purchase agreement (SPA) will typically be drafted during the preliminary or due diligence phase and finalised during this phase. The buyer's lawyers will usually prepare the first draft of the SPA and submit it to the seller's lawyers for a mark-up. Negotiations can extend right up to the date of signing of the SPA. The seller’s lawyers will prepare the disclosure letter, which is negotiated

Contracting bodies are required to undertake a tender process in accordance with the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 for the supply of public works and services unless it falls within an express exclusion, or the estimated value of the contract is below the stipulated monetary thresholds. Where a public contract is subject to the PCR 2015, SI 2015/102, the contracting authority must follow one of the five award procedures provided for in the PCR 2015, SI 2015/102. Upon completion and evaluation of this award process, the successful/winning bidder will be selected subject to a mandatory ten day standstill period. At this point of the public procurement tender process, there may be various reasons why a successful bidder would choose to withdraw and not proceed with the contract award, eg insolvency. If the contract has been awarded but not yet signed,

Restructuring & Insolvency analysis: The High Court held that contracts for the sale of land owned by the claimant companies were validly made under section 43 of the Companies Act 2006 (CA 2006), despite arguments that the director’s signature placement meant execution had to comply with CA 2006, s 44. The court rejected an over-formalistic approach: the contracts objectively showed that the director signed on the companies’ behalf and intended to bind them. However, the receivers’ appointment was invalid because, although the appointment letter contained an obvious error, there was no single obvious correction capable of curing it under Chartbrook. The decision clarifies company contract execution and underscores the need for exact drafting when appointing receivers, as construction cannot rescue an instrument where competing corrections are reasonably possible. Produced in partnership with Bridget Williamson of Enterprise Chambers.

Commercial analysis: In the case of Ayhan Sezer v Agroinvest, HHJ Pearce, sitting as a judge of the High Court in the London Circuit Commercial Court, had to grapple with the apparent tension between an obiter dictum of Lord Sumption in Bunge SA v Nidera and earlier decisions of the courts setting out the approach to the identification of the date of default for the purposes of the Grain and Feed Trade Association (GAFTA) standard form default clause in the context of a claim for damages based on an anticipatory (and not actual) repudiatory breach of contract. This tension was well-known to international trade and commodities practitioners, and the point under consideration had arisen in previous GAFTA disputes. The case, therefore, represents much needed judicial clarity on this important issue. Written by Paul Toms KC barrister at Quadrant Chambers.

This Practice Note considers the consumer alternative dispute resolution (ADR) framework introduced by Part 4, Chapter 4 of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024) (Alternative dispute resolution for consumer contract disputes) and the associated secondary legislation in force from 6 April 2026. It outlines the revised statutory framework and mandatory accreditation regime for ADR providers and the role of the Chartered Trading Standards Institute (CTSI) in oversight and enforcement. It moves on to consider relevant information requirements and the drafting and enforceability of ADR clauses in business to consumer (B2C) contracts. ADR refers to ways of resolving disputes or differences other than by litigation. There are various forms of ADR processes, which can broadly be divided into: • a facilitated process—a neutral third party tries to facilitate an agreement between the parties but no decision or solution is imposed on the parties. Examples of this kind of ADR include conciliation, mediation and direct negotiation • an imposed decision—a neutral third party makes a decision on the dispute after obtaining

[ON THE HEADED NOTEPAPER OF CLAIMANT’S SOLICITORS] Our ref: [insert your file reference for this matter] FAO: [INSERT RELEVANT NAME] [NAME OF DEFENDANT SURVEYOR] [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 also 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 pursuant to a letter dated [insert date] you were instructed

This Practice Note examines the form of contract for engineering, procurement and construction management (EPCM) contract, known as the ‘Blue Book’ which was published by the Institute of Chemical Engineers (IChemE) in March 2023. Construction management is now a widely known procurement route: however it is a radically different procurement route from those used in other IChemE contracts, particularly in relation to the EPC model of risk allocation often used in them. Most other contracts emphasise performance by a contractor, who bears much of the risk in terms of design and construction. EPCM has no single ‘contractor’ who carries out the work. Trade contractors (referred to as ‘Contractors’), directly contracted to the Purchaser under Works Contracts, provide design, supply and installation of goods and materials for the Plant. Their activities are managed by the EPCM contractor (referred to in this Practice Note as the ‘EPCMC’). Performance risk is diffused among the several Contractors. The EPCMC must provide services for managing their performance in the construction

There is nothing in the Companies Act 2006 (CA 2006) that deals with the exercise of the rights attaching to shares that are being bought back by a company, where the share buyback has not yet been completed. Once shares are bought back from a company, if they are held as treasury shares within the meaning of CA 2006, s 724, the CA 2006 does make provision about the rights attaching to them in CA 2006, s 726. On this, see Practice Note: Holding treasury shares. You may also find it useful to refer to Practice Note: Buying back shares into treasury. However, where a company has entered into a contract to buy back shares that has not been completed, the exercise of the rights attaching to those shares prior to completion of the share buyback will be governed by the terms of the agreement reached between the company (the transferee) and the selling

Affirmation and repudiatory breach Practice Note: Affirmation provides that affirmation is an indication of the intention to continue with a contract. Affirmation may arise in the case of: • a breach of contract, or • a misrepresentation which entitles the innocent party to rescind the contract Where there is a repudiatory breach of contract, the innocent party has two options: • accept the repudiation and terminate the contract, accepting the other party’s repudiation, thus bringing further performance under the contract to an end and entitling the innocent party to claim damages, or • affirm the contract despite the breach, carrying on performing the contractual obligations and demanding the other party perform their obligations too; as with acceptance, the innocent party

Under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833, a worker is entitled: • to 5.6 weeks’ annual leave or holiday, and • to be paid for that holiday For further information: • on the right to holiday, see Practice Note: Holiday, and • on the right to holiday pay, see Practice Note: Holiday pay The right to annual leave may not be replaced by a payment in lieu ‘except where the worker’s employment is terminated’. ‘Employment’ for these purposes means employment under the worker’s contract. WTR 1998, SI 1998/1833 does not specifically state which provisions should be used

This Practice Note considers the ‘Ralli Bros principle’ ie when the English courts will refuse to enforce a contractual obligation where doing so would require the obligor to commit a criminal offence in the place where the obligation falls to be performed. It has particular relevance in the context of contractual obligations benefitting sanctioned entities. As seen in Practice Note: Illegality in civil claims, while there is no civil cause of action per se of ‘illegality’, issues of illegality can arise in the context of a civil dispute, most commonly by way of a defence raised in response to a claim. In considering ‘illegality defences’ the English courts are not solely concerned with actions and transactions which may be ‘illegal’ under English law, but will also refuse to enforce a contractual obligation where doing so would require the obligor to commit a criminal offence in the place where the obligation falls to be performed. What is the Ralli Bros principle? The ‘Ralli Bros principle’ takes its name from the decision

The powers of a mortgagee in this context are explained in the Practice Note: Mortgages and land—enforcement of mortgages and legal charges over land. A mortgagee exercising their statutory power of sale is entitled to transfer such estate or interest in the property as they are entitled to by the Law of Property Act 1925 (LPA 1925) or such estate or interest