Reasonable time for delivery In a business to business (B2B) contract for sale of goods, the implied terms are contained in the Sale of goods Act 1979 (SGA 1979). Parties negotiating and drafting contracts for the sale of goods

Dispute Resolution analysis: Where multiple parties have acted in concert to assist, arrange or procure another party’s breach of contract, there may be multiple potential causes of action available. The court held that various defendants who had acted in concert to procure breach of a franchise agreement were not liable for the tort of conspiracy to injure by unlawful means, since they did not intend to cause the claimant harm. Nonetheless, some were found liable for the separate economic tort of procuring breach of contract. The case shows clearly the advantages of focusing on the latter. Written by Tom Nixon, barrister at Quadrant Chambers.

Property Disputes analysis: The Divisional Court has ruled that rent is not payable by contract-holders in Wales unless and until landlords provide them with a copy of Electrical Condition Reports (‘ECRs’) for their homes. This is the first reported decision on the interpretation of the Renting Homes (Wales) Act 2016 (RH(W)A 2016), which came into force on 1 December 2022. It introduced major changes to landlord and tenant law in Wales, entirely replacing the regime derived from the Housing Acts 1985 and 1988. Amongst many other matters, it introduced the concepts of an ‘occupation contract’ (ie tenancy agreement) and ‘contract-holder’ (ie tenant). It also introduced a raft of new provisions intended to ensure that all residential premises are fit for human habitation. Written by Tara O’Leary, barrister at Cornerstone Barristers, who acted for the successful defendants.

Arbitration analysis: The Singapore High Court has considered issues arising from a challenge against arbitral awards on the ground that there was no contract between the parties. The court also clarified that a party which deliberately allowed the arbitration to proceed in its absence should not be permitted to use that fact as a reason to apply for oral testimony to be given and cross-examined in challenge proceedings in court. Benedict Teo & Nicholas Poon of Drew & Napier discuss the judgment.

For information in general on assignments by way of security and taking security over contractual rights, see Practice Notes: • Assignments by way of security, and • Taking security over contractual rights Under section 136 of the Law of Property Act 1925 (LPA 1925), an absolute assignment made in writing of any debt or other legal thing in action, of which express notice in writing has been given to the debtor has the effect in law (subject to equities having priority over the right of the assignee) to pass and transfer from the date of such notice the power to give a good discharge for the same without the concurrence of

See Precedent: Clause—agreement conditional on satisfactory results of local land charges search already submitted: Encyclopaedia of Forms and Precedents [1151]. Note that if a condition is so vague or indefinite that the intention of the parties’ cannot be ascertained with reasonable certainty, the condition is void for uncertainty, as was the case in Lee-Parker v Izzet (No 2),

There are several key areas to consider—the ability of a company in administration to bring a claim, whether a claim can be brought against a company in liquidation, and lastly, the impact of that claim being brought by way of adjudication (which is provisionally binding, unless and until the dispute is finally resolved by arbitration or litigation). Powers of administrator The administrator's powers are the same no matter how they are appointed. They are very wide as an administrator may do anything necessary or expedient for the management of the affairs, business and property of the company. Therefore, while there are specific powers set out under the Insolvency Act 1986 (IA 1986), these are not exhaustive considering the administrator's overall duty. As well as the powers granted under IA 1986, Sch B1, the administrator can exercise all powers set out in IA 1986, Sch 1 which are given to administrators to enable them to achieve the purpose of the administration. These are very wide

Environmental liability transfer acting for a seller If a property has known or suspected contamination issues or if the seller has caused pollution, the seller will want as clean a break as possible from potential environmental liabilities following the sale. The contaminated land regime (Part IIA to the Environmental Protection Act 1990 (EPA 1990)) places the primary responsibility for contaminated land on Class A persons—‘causers’ or ‘knowing permitters’. If no Class A person can be found, the current owner or occupier will be liable as the Class B person. See Practice Notes: • Contaminated land—who may be liable? • Contaminated land—identifying Class A and B appropriate persons After the sale, the seller will no longer be the Class B owner. If no action is taken to transfer Class A liabilities however, the seller will potentially retain legal liability for contaminated land as Class A causer or knowing permitter. In addition to EPA 1990, Pt IIA liabilities, a seller can retain other environmental liabilities after the

A deed has four key requirements: • in writing (established in Goddard's Case (1584) 2 Co Rep 4b, 3 Leon 100 (not reported by LexisNexis®; section 1(1) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989)) • face value—it must be clear from the face of the instrument that it is a deed and is intended to be a deed. In practice, most documents that are intended to be deeds will include the word 'deed' in the title and the execution clause (LP(MP)A 1989, s 1(2)(a)) • execution—the form will depend upon the legal entity executing the deed, for further guidance, see Practice Note: Executing

We have two business-to-business documents which may be adapted for these purposes, subject to applicable consumer legislation. The following e-commerce precedent available via Lexis®Library contains a clause on subscription; see: Terms and conditions for a hub aggregator: business to business: Encyclopaedia of Forms and Precedents [2908]. We stress that these agreements are intended for business-to-business situations and not business-to-consumer. Due to the existence of consumer protection legislation,

Title to equipment We assume you are referring to a simple supply of services contract on a business to business basis that is not specifically regulated. There is no default ‘legal’ position as to what happens to equipment upon termination of a services contract; it will depend upon who has title to the equipment in question and what the contract

EU Law analysis: This case concerns the calculation of the indemnity payment due to commercial agents upon termination of an agency contract. Article 17(2) of Directive 86/653/EEC on the coordination of the laws of the Member States relating to self-employed commercial agents (EU Commercial Agents Directive) requires EU Member States to legislate to ensure that commercial agents, in certain circumstances, are entitled to an indemnity payment upon termination or expiry of the agency contract. This judgment concerns the scope of what commissions should be included when calculating this indemnity. The Court of Justice has clarified that the calculation of the indemnity should factor in commissions the agent would have continued to earn had the contract not been terminated. These commissions are due where: the agent has brought in new customers or has significantly increased the volume of business with existing customers prior to termination, and the principal continues to derive substantial benefits from the business with such customers; and the payment is equitable having regard to all the circumstances, and in particular, the ‘commission lost’ by the commercial agent on the business transacted with such customers. Under the EU Commercial Agents Directive, a ‘commercial agent’ is defined as a self-employed intermediary who has continuing authority to negotiate the sale or purchase of goods on behalf of another person. The Directive notably does not apply to services although it has been expressly extended to apply to services in some Member States (although not in the UK). Written by Victoria Hobbs, partner at Bird & Bird LLP.