Dispute Resolution analysis: In a rare judgment on this complex topic, the court has clarified the operation of the post-Brexit gateways for service out of the jurisdiction under CPR 6.33(2B). In this case, the parties had negotiated a contract with an English law and jurisdiction clause but never signed it. The court gave guidance on the applicable test to establish that the contract containing the jurisdiction clause existed, and that the claims fell within it. It also clarified that a quantum meruit claim will not fall within CPR 6.33(2B)(b) (the claim in contract gateway) but that it would fall within CPR 6.33(2B)(c), (the claim 'in respect of a contract' gateway). Finally, the court confirmed that where a claim includes multiple causes of action, some but not all falling within a contractual jurisdiction clause gateway, the court will consider the requirement for permission of each cause of action in isolation. The need for permission in one cause of action will have no impact on the cause of action not requiring permission, and vice versa. Written by Harriet Campbell, senior knowledge lawyer at Stephenson Harwood LLP.

Clause 2.27.1 of the JCT Standard Building Contract 2011 (SBC) provides: 'If and whenever it becomes reasonably apparent that the progress of the Works or any Section is being or is likely to be delayed the Contractor shall forthwith give notice to the Architect/Contract Administrator of the material circumstances, including the cause or causes of the delay, and shall identify in the notice any event which in his opinion is a Relevant Event...' Lexis+® UK practical point: identical clauses are contained in the Standard Building Contract 2016 (cl 2.27.1) and the JCT Design and Build Contract 2011/2016 (cl 2.24.1), albeit that the reference to ‘Architect/Contract Administrator’ is replaced with the ‘Employer’ in the design and build contracts. There are two main issues to be considered when determining whether compliance with a notification provision such as clause 2.27.1 of the SBC has been achieved: • what is the scope of the requirement to give notice

In such a situation, it would be common practice for the parties to enter into a trade mark licence agreement, either as a separate document, or as part of the contract relating to the business solution. There would be nothing to stop Company A from including a provision in such a licence requiring company B to cease the use of its brand name once the licence is terminated. We refer you to Precedent: Trade mark licence—pro-licensor. In particular, we draw your attention to clause 16.9.3 of this Precedent which states as follows: '16.9 In the event of termination

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note explains how to review and amend key contract clauses to ensure that they are suitable for use following 11 pm on 31 December 2020, the point (referred to as IP completion day) at which the implementation period in respect of the UK’s exit from the EU came to an end. This note is intended mainly to assist organisations reviewing their standard contracts for use following IP completion day, rather than amending existing contracts, although it may be useful for the latter. Although the underlying legal changes that have taken place are substantial, contracts remain largely unaffected and English contract law has not changed. The Trade and Cooperation Agreement (TCA) agreed between the EU and the UK on their future relationship does not fundamentally change the impact that the end of transition has had. For further information, see: LNB News 24/12/2020 76 and LNB News 28/12/2020 12. The majority of the necessary drafting changes are minor and

Dynamic Purchasing Systems A Dynamic Purchasing System (DPS) allows a contracting authority to purchase goods, services and works for which they have a regular need, without having to carry out a full public procurement process for each individual purchase. A DPS is intended for procurement of common use items that are generally available on the market and meet the contracting authority’s requirements. For background reading, see: • Practice Notes: Introduction to public contracts procurement—pre PA 2023 [Archived] and Introduction to framework agreements and dynamic purchasing systems—pre-PA 2023 [Archived] • Crown Commercial Service (CCS): Dynamic purchasing system guidance Under the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, a contracting authority establishing a DPS must comply with the rules specified and cross-referred under PCR 2015, SI 2015/102, reg 34.

This Precedent sets out the form resolution that may need to be passed by the members of a company pursuant to statutory provisions to approve a provision in a service contract under which the guaranteed term of employment of a director is, or may be, longer than five years. The resolution should be inserted into the appropriate document, which will depend upon the type of company and how the resolution is to be proposed. If the resolution is being proposed: —as a written resolution, see Precedent: Ireland—Written resolution of members of a private company limited by shares, and —at a general meeting of a private limited company, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company —at an annual general meeting of a private limited company, see Precedent: Ireland—Notice of an annual general meeting of a private

For information: • on military reservists generally, see Practice Note: Military reservists • on the right to paid holiday, see Practice Notes: Holiday and Holiday pay In the absence of agreement to the contrary, the reservist employee’s contract of employment will terminate during the employee’s service in the reserve forces, and the weeks during their whole-time service will not count towards their period of continuous employment. Provided that the reservist employee duly applies for re-instatement and returns to work no later than the end of the six-month period after the

For information: • on the rights of agency workers under the Agency Workers Regulations 2010 (AWR 2010), SI 2010/93, see Practice Note: Rights under the Agency Workers Regulations 2010 • on the worker or employee status of agency workers, and in particular whether they may be an employee of the temporary work agency or hirer (or both), see Practice Note: Employment status of agency workers The tripartite relationship between an agency worker, temporary work agency (agency) and hirer (also known as the ‘end user’ or client) is key to understanding who is covered by AWR 2010, SI 2010/93, ie: • the agency worker has a contract with a temporary work agency • the agency places the agency worker on assignment with a hirer or 'end user' • the worker works

Arbitration analysis: Where a promissory note is issued under a contract containing an arbitration agreement and the assignee of the note wishes to commence a claim under the note, is the assignee bound by the obligation to arbitrate? Or can he or she simply sue on the promissory note through a court action? The Singapore Court of Appeal in Rals International v Cassa di Risparmio di Parma e Piacenza recently upheld the decision of the High Court that the assignee’s claim based on a number of promissory notes did not fall within the scope of the arbitration agreement in a Supply Agreement. Mahesh Rai and Don Loo of Drew & Napier LLC discuss the decision.

We assume the contract in question is an off-premises business to consumer contract for the supply of services, with both contracting parties based in the UK. Regulation 10 of the Consumer Contracts (Information, Cancellation and Additional Charges Regulations 2013, SI 2013/3134 (CCR 2013) stipulates the information to be provided before making an off-premises contract: ‘(1) Before the consumer is bound by an off-premises contract, the trader— (a) must give the consumer the information

Construction analysis: In a landmark decision, the Supreme Court unanimously found that collateral warranties are in most cases unlikely to be ‘construction contracts’ within the meaning of section 104 of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996). The court found that a collateral warranty would only be a construction contract where it contained an obligation to carry out construction operations which was ‘separate or distinct’ from the granter’s obligation to do so under the building contract (or other appointment) to which the warranty related,rather than replicating the undertakings already given in the building contract.

This Q&A deals with two issues in the context of contracting authority where a contract has been entered into by a trustee or trustees of a charitable trust, committee of management of a charitable unincorporated association, or other agent(s) beyond the scope of their actual authority (ie the express or implied authority conferred in the charity’s governing document). The two questions addressed are: • can a third party enforce a contract against the members of a charitable unincorporated association, or the trustees of a charitable trust, if the members or trustees have held out