It is a basic principle of common law that an individual should be free to follow his trade or calling when, where and in what manner he wishes. However, it is also axiomatic at common law that there should be freedom of contract and that bargains once made should be kept. A contract which limits the freedom to trade can therefore be enforced if it protects a legitimate business interest and is reasonable in the interests of the parties and in the public interest. Lexis+® UK Employment

See Precedent: Notice to complete (Standard Commercial Property

For the purposes of this Q&A, we have focussed on agreements to refrain from instituting or continuing proceedings eg under the Employment Rights Act 1996 (ERA 1996) which satisfies the conditions regulating settlement agreements (see ERA 1996, s 203(2)(f) and (3)). This Q&A also considers settlement in the commercial context. Settlement in the employment context There is no specific requirement eg in ERA 1996, s 203(2) and (3) that consideration must be provided. However, a settlement agreement is a contract, and normal contractual principles will therefore apply, ie there must be an offer, acceptance and consideration (in relation to consideration, see Bank of Credit and Commerce International SA v Ali). For further information on settlement agreements in employment generally, see: • Practice Note: Settlement agreements in employment—legal requirements • Practice Note: Settlement agreements in employment—practical and tax issues • Precedent: Settlement agreement (employment) For information generally on what is required to ensure that there is a valid contract

This Practice Note outlines the key risks on exit from an outsourcing contract, and deals with defining exit services, the term and exit period, the obligation to cooperate and to provide information for the purpose of re-tendering, staff, knowledge, intellectual property rights, asset and contract transfers, exit plan and exit costs, and what to do if a contract does not provide for exit. One certainty of any outsourcing deal is that it will end. So while not planning for failure, outsourcing contracts should be structured so that they address the need for an orderly move to the next stage after their termination (whether for convenience or due to a default) or on their planned expiry date. Addressing the exit process in the outsourcing contract is essential. Furthermore, it is vital that the customer holds the supplier to its contractual obligations to plan for exit during the term of the contract such that it can be quickly invoked in the event of termination or expiry. Doing so should mean that:

The service of a notice to terminate a property sale contract on a mentally-incapacitated person (P) who does not have an attorney or deputy appointed to represent them should be capable of taking effect. However, the consequences of doing so should be considered. These include bringing or defending proceedings arising out of the termination.

It is sometimes the case that an employee can have more than one employer, and their contract of employment makes clear that this is the case. Joint employment should be distinguished from arrangements such as secondments, where the sole employer lends their employee’s services to a third party, or from sole employment where the terms of the contract allow the employer to direct

Arbitration analysis: The Norwegian Supreme Court’s Appeals Selection Committee held that a guarantor was not bound by an arbitration clause contained in an underlying shipbuilding contract where no arbitration agreement had been concluded between the guarantor and the claimant. Applying ordinary principles of contract law, the Court emphasised that consent to arbitrate cannot be inferred solely from a guarantee’s connection to the underlying contract, corporate group relationships, or considerations of procedural efficiency. The ruling reinforces the centrality of contractual consent in Norwegian arbitration law and highlights the importance of expressly including or incorporating arbitration clauses into guarantee arrangements where parties intend disputes to be resolved by arbitration. Produced in partnership with Yuliya Chernykh of University of Inland Norway (Lillehammer, Norway).

A re-registration of a private limited company to a public limited company alters the company’s status, but it remains one and the same legal entity (which is why it retains

Commercial analysis: In a claim for breach of contract during the period between notice and termination, the court interpreted the terms of the contract to decide whether the defendant was obliged to provide the claimant with access to a database of information that it had previously given so that the defendant could supply rental vehicles. In so doing, it also considered the principle of ‘surplusage’ in commercial contract drafting and construction. The defendant was precluded from introducing a further issue in its closing submissions that had not formed part of the parties’ pleaded cases. Written by Graeme Kirk of Lamb Chambers.

Joinder of additional parties The 2026 Rules introduce significant changes to the regime governing joinder of additional parties. Under the 2016 Rules, consent of the additional party to joinder was required in all cases and only the tribunal could determine whether an additional party could be joined (2016 Rules, Article 21.1). The 2026 Rules allow joinder of an additional party without the additional party’s consent in certain cases, provided the additional party is prima facie a party to the same arbitration agreement (Article 21.1(b)). The 2026 Rules also introduce a mechanism to request joinder before the tribunal is constituted and give the Court the power to determine the request for joinder before the tribunal is constituted. In this respect, unlike some institutional rules which only permit joinder before the constitution of the tribunal, the approach adopted by KCAB allows for joinder of an additional party after the constitution of the tribunal provided it is deemed

Construction analysis: The Court of Appeal found that a reference to ‘total cost’ in a contract for interior design services meant the estimated costs of relevant items, as approved by the client, and not what it cost the designer to then procure those items. In turn, this meant that the designer was not obliged to pass on trade discounts that it obtained when procuring items for the client, after the client had approved the cost estimates.

Whether the apprenticeship rate applies to a worker is determined in accordance with the National Minimum Wage Regulations 2015, SI 2015/621, reg 5. The lower apprentice rate of the national minimum wage applies if the worker is: • either employed under: ◦ a contract of apprenticeship (see Practice Note: Apprenticeships—Contract of apprenticeship) ◦ an apprenticeship agreement within the meaning of section 32 of the Apprenticeships, Skills, Children and Learning Act 2009 (ASCLA 2009) (now repealed, subject to transitional and saving provisions) (see Practice Note: Apprenticeships—Apprenticeships frameworks and standards), or ◦ an approved English apprenticeship agreement within the meaning of ASCLA 2009, s A1(3) (see Practice Note: Apprenticeships—Approved apprenticeship agreements) • or treated as employed