Restructuring & Insolvency analysis: This news analysis provides an in-depth consideration of the changes to termination clauses introduced by the Corporate Insolvency and Governance Act 2020. It is based on a webinar given for the PRIME Finance on 27 July 2020. Written by Philip Wood CBE, QC (Hon)*.

Principles of contractual interpretation The meaning of words as used in a particular contract is determined by applying the usual principles of contractual interpretation; these principles are discussed in many authorities, including the relatively recent Supreme Court decision in Arnold v Britton. The central principle is ‘what a reasonable person having all the background information which would have been available to the parties would have understood them to be using the language in the contract to mean’—paragraph 14 of Chartbrook Ltd v Persimmon Homes Ltd. The word ‘by’ when used to refer to a date is potentially ambiguous. It follows that two contracts which both provide for something to be done ‘by’ a particular date could be interpreted differently, if the contexts are different. For example, it may appear from the contract itself that performance

EU Law analysis: Article 8(2) of 2011/83/EU, the EU Consumer Rights Directive (EU CRD) on formal requirements for distance contracts provides that a trader must ensure that a consumer, when placing his or her order, explicitly acknowledges that the order implies an obligation to pay. If placing an order entails activating a button or a similar function, the button or similar function must be labelled in an easily legible manner only with the words ‘order with obligation to pay’ or a corresponding unambiguous formulation indicating that placing the order entails an obligation to pay the trader. If the trader has not complied with this requirement, the consumer is not bound by the contract or order. The Court of Justice confirms that this obligation also applies in cases where the consumer is required to pay the pecuniary consideration to that trader only after a subsequent condition has been satisfied. Written by Geert Bovy, partner and Sebastian Tytgat, senior associate at Baker McKenzie.

The Civil Service has updated the guidance on its Contract Management Capability Programme. The latest updates to the programme, which aims to professionalise public sector contract management, includes updated information on practitioner and expert-level accreditation programmes, plus new and updated guidance for contract managers and senior responsible owners.

This Q&A refers to a generic supply of goods agreement, in relation to which no specific industry or sector regulations apply. We are not aware of any statutory or other legal obligation requiring a supplier to

The term ‘force majeure’ has no independent meaning at English law. It is a creature of contract and unless the relevant customer contract includes a specific force majeure clause within it, then it will be of no effect. In general terms, a force majeure clause in a contract excuses a party from performance of that contract following: • the occurrence of an event beyond the reasonable control of the party • which has hindered performance or made it impossible Assuming that there is a specific force majeure clause in the relevant customer contract, then whether or not you can be excused from the performance of it will depend upon the particular construction of that clause and the surrounding facts. If the clause makes specific provision for an official

The Royal Institute of British Architects (RIBA) has released a new Building Regulations Principal Designer Professional Services Contract. The contract is suitable for the appointment of a Building Regulations Principal Designer by a commercial client or public authority. It is also suitable for larger, more complex commercial projects, providing a comprehensive set of contract terms and including a clear outline of roles and associated services. However, the contract is not suitable for the appointment of a CDM Principal Designer or for the appointment of a Building Regulations Principal Designer on non-commercial projects.

Construction analysis: This case arose from an application for summary judgment to enforce an adjudication decision which awarded liquidated damages to the assignee of the Employer’s benefit under an amended Joint Contracts Tribunal (JCT) Minor Works Contract 2016. The contractor challenged enforcement on the basis that (i) the assignee did not have any right to refer a dispute to adjudication and/or (ii) the dispute referred did not arise under the contract. The Technology and Construction Court provided helpful clarification that, on a proper interpretation of the adjudication provisions of the JCT contract and Part I of the Scheme for Construction Contracts, the assignee did indeed have the right to refer a dispute to adjudication, and the dispute referred was one which arose under the contract. Written by Mathias Cheung, barrister at Atkin Chambers and counsel for the successful claimant.

An unincorporated charitable association does not have its own legal personality. Therefore the charity’s trustees must sign on its behalf. In doing so the trustees themselves personally enter into the legal relationship with third parties and are personally liable under those agreements. The trustees are entitled to use charity funds to meet charity liabilities, but where there are insufficient funds to meet the liabilities, the trustees remain personally liable for the excess. It is possible for the agreement with the third party to limit the overall liability to the extent of charitable funds, but it is unusual for a commercial third party to agree to such a stipulation. Trustees may also be protected, depending upon the terms

WARNING These template replies to enquiries are intended only as a framework and starting point to assist the Seller in building their replies to enquiries. They are not a recommended, comprehensive or conclusive list and should not be used without careful consideration and bespoke amendment to suit the particular transaction. The replies given to enquiries before contract are representations made by the seller to the buyer and the buyer is entitled to rely on them in deciding whether or not to proceed with the transaction. It is imperative that they are correctly tailored to the specific matter and do not include any false or flippant statements. They should also not contain any generic statements, such as ‘Not to the Seller’s knowledge’, unless the Seller has made an effort to discover a more comprehensive answer to the enquiry. Such a response contains within it an implication that the Seller has itself made reasonable enquiries relation to the enquiry in question. You must stress to your client the

A statutory declaration allows an individual to make a legal declaration confirming that something is true for the purposes of satisfying some legal requirement or regulation when no other evidence is available. The standard form of a statutory declaration is: ‘I, AB, of...do solemnly and sincerely declare that...and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act 1835’. Apart from the prescribed

This flowchart illustrates the defects process under the NEC3