Energy projects involve both perceived and real risks that impact on cash flow, availability, performance and profit and influence investment decisions. The risks are associated with environmental, technological, financial, political and commercial issues depending on the type of energy project. It is critical to identify, address and mitigate the risks as far as possible in order to achieve a viable and bankable energy project. This Practice Note explores the perceived and real risks facing energy projects, design responsibility under the FIDIC Silver Book 1999 and 2017 editions (an engineering, procurement and construction (EPC) contract commonly used on energy projects) and practical ways to reduce risks on an energy project. For a detailed introduction to the Silver Book, see Practice Notes: FIDIC contracts—introduction to the Silver Book 1999 and FIDIC contracts—introduction to the Silver Book 2017. What are the perceived and real risks for energy projects? Projects are more likely to run smoothly and cost efficiently if risk is allocated and addressed from the outset. The table below considers some

Tax analysis: In Mainpay Ltd v HMRC, the Court of Appeal upheld extended assessment time limits for carelessness and held that intermittent employment under a single contract did not equate to continuous employment. HMRC did need to show sufficient causal link between taxpayer carelessness and loss of tax to support extended time limit assessments, but had done so in this case.

The Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (FTE Regulations 2002), SI 2002/2034 contain a mechanism, derived from the Fixed-term Work Framework Directive, for converting successive fixed-term contracts into permanent contracts in certain situations. The way the FTE Regulations 2002 achieve this is to state that the provision of any employment contract that restricts the contract's duration shall be of no effect, and the employee employed under it shall be a regarded in law as a permanent employee, where the following conditions are all satisfied: • the employee is employed under a contract that purports to be a fixed-term contract • either: ◦ that purported fixed-term contract has been renewed (or extended) one or more times, or ◦ the employee has previously been employed on a fixed-term contract before the start of that purported fixed-term contract • the employee has been continuously employed (to

Where an innocent party has a contractual right to terminate but also a common law right to terminate for the other’s repudiatory breach, it is vital that the innocent party carefully identify the grounds on which it terminates the contract. The implications of this were seen in the recent Phones 4 U decision. Here the innocent party had and exercised a contractual right to terminate, it then sought to characterise this as an acceptance of the defendant’s alleged repudiatory breach. In so doing, the innocent party sought to elevate its claim for damages from the contractually agreed damages to loss of bargain damages. However,

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [the Property OR title number [number]] at [date of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date]; [Contracts • the contracts [for the [provision of services and maintenance AND/OR leasing of equipment AND/OR appointment of managing agents] [specify other contracts]]

We do not have a Practice Note which deals with the particular point raised in the question, but you may wish to consider the following. The agency arrangements between the principal (A) and its agent (C) In business matters, the rights and duties of principal and agent (in this case A and C) are normally set out in a written agency agreement. In addition to the matters set out in an agency agreement, the agent also owes the principal duties implied by law and fiduciary duties. In particular, money and other property held for a principal must normally be kept separate from the agent's own property, and all monies received by an agent on a principal's behalf must be paid over or accounted for on request. The agency agreement would also normally provide for the remuneration obligations

Date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) 1 Definitions In this Agreement, the following definitions apply: AA 2020 • Agriculture Act 2020; Actual Completion Date • the date on which the Transfer is actually completed; Agreement • this Agreement and any document supplemental or collateral to it; [Basic Payment Scheme • has the meaning given to the expression ‘basic payment scheme’ by section 7(2) of AA 2020, and includes any replacement scheme;] [BPS Payment • any direct payment under the Basic Payment Scheme;] Buyer’s Solicitors • [name] of [address] (reference [details]) or any other firm that the Buyer notifies to the Seller or the Seller’s Solicitors for the purposes of this Agreement; [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [title number] at [date and time of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • [amount in words] pounds (£[amount

Commercial analysis: In a complex dispute about helicopter maintenance between an OEM and operator, the High Court’s judgment serves as a timely reminder of how to determine whether a legally binding contract has been formed, and if so on what terms. This case delves into the key aspects of contract formation, the intention and conduct of the parties, the language used in correspondence and commercial reality. No less than five alternative arguments brought by the claimant to establish a contract were flatly rejected. The judge gave helpful guidance on the required steps for a contract to be formed, focusing on the certainty of terms—a key factor in showing an intention to create legal relations. A claim for negligent misstatement was also thrown out to the dismay of the claimant whose helicopter was grounded due to an airworthiness risk of neither party’s making. Written by Alastair Long (senior associate) and Afolabi Tayo (associate) at Clyde & Co LLP.

[ON THE HEADED NOTEPAPER OF CLAIMANT’S SOLICITORS] FAO [[APPROPRIATE DIRECTOR]] [NAME OF DEFENDANT BROKER] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] [DATE] Dear [insert organisation name] [PROSPECTIVE CLAIMANT’S NAME] AND [PROSPECTIVE DEFENDANT’S NAME] Preliminary notice of claim We write on behalf of our client [insert client’s name]. This

[ON THE HEADED NOTEPAPER OF CLAIMANT’S SOLICITORS] FAO [MANAGING PARTNER] [NAME OF DEFENDANT ACCOUNTANT] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] [DATE] Dear [insert organisation name] [PROSPECTIVE CLAIMANT’S NAME] AND [PROSPECTIVE DEFENDANT’S NAME] Preliminary notice of claim We write on behalf of our client [insert client’s name]. This letter is our client’s

For the purposes of this Q&A it is assumed that the contract is being cancelled at the option of the consumer as their preference and not as a result of faulty goods or other default by the car dealership business. Distance selling Distance contracts have certain cancellation rights which are not available to consumers who conclude their agreement face-to-face. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) allow a consumer to cancel a distance contract at any time within the cancellation period without giving a reason (CCR 2013, SI 2013/3134, reg 29). For contracts for the sale or supply goods the cancellation period ends 14 days after the day on which the goods came into the physical possession of the consumer (CCR 2013, SI 2013/3134, reg 30). Regulation 5 of the CCR 2013 defines ‘distance contract’ as a contract concluded between a trader and a consumer under an organised distance sales or service-provision scheme without the simultaneous

The Defective Premises Act 1972 (DPA 1972) imposes statutory duties on parties providing works and services in relation to dwellings (ie residential properties). Specifically, under DPA 1972, a person who takes on work: • for, or in connection with, the provision of a dwelling (DPA 1972, s 1(1)), or • in relation to a building containing one or more dwellings (DPA 1972, s 2A), owes a duty to ensure that the work is done in a workmanlike or, as the case may be, professional manner, and with proper materials, so that on completion of the work the dwelling is ‘fit for habitation’. The persons who owe these duties (ie, those taking on the works) include contractors, designers and property developers providing works and services in relations to dwellings. The parties to whom the duties are owed include those with legal or equitable interests in the affected dwellings, such as purchasers or tenants, and those for whom the works are done. The