Under the Insolvency Rules 2016 (IR 2016), SI 2016/1024, IR 2016, SI 2016/1024, Pt 14, which determines the treatment of creditors’ claims, is applied in a member’s voluntary liquidation (MVL) by virtue of IR 2016, SI 2016/1024, r 14.1(1). It states: ‘this Part applies to administration, winding up and bankruptcy proceedings; without qualification limiting application to insolvent liquidation’. What constitutes a provable debt in winding up (and in administration and bankruptcy) is set out in IR 2016, SI 2016/1024, r 14.2(1) as: ‘…all claims by creditors except as provided in this rule, are provable as debts against the company or bankrupt, whether they are present or future, certain or contingent, ascertained or sounding only in damages.’ For further guidance, see Practice Note: Future debts, contingent debts, secured

A contingent legacy is not payable before the beneficiary reaches the age specified in the Will. Until such time as they reach that age, they have no entitlement to the legacy as they may never satisfy the contingency. The legacy forms part of the residuary estate until called on, if or when the beneficiary satisfies the contingency. Inheritance Tax Act 1984 (IHTA 1984), s 142(1) provides as follows: 142 Alteration of dispositions taking effect on death

In order to determine whether an event has occurred, which enables a party to rescind a contract, it is necessary to consider whether the activity amounts to any of the grounds for rescission of a contract. Those grounds are misrepresentation, undue influence and duress. See Practice Note: Rescission of a contract for further information. This Q&A considers: • whether there may have been any pre-contractual statements, which either form part of the contract or which amount to a misrepresentation • the potential for the activity to amount to a misrepresentation, and • the potential for the activity to amount to an attempted variation of contract. Pre-contractual statements Disputes can arise around when statements made by one party to another before the contract was entered into were intended to form part of the contract. In determining whether those statements form part of the agreed terms of the contract, the courts operate a test of detached objectivity, based on the intention of the

Contracts can be varied in a number of ways: • in writing • orally • by conduct • unilaterally (if permitted under the contract) • by waiver, or • by sustained minor breach An existing contract may be varied in writing, provided that the usual rules for the creation of a binding agreement are followed,

We refer you to Schedule 2 to the Consumer Rights Act 2015 (CRA 2015) which contains an indicative and non-exhaustive list of terms of consumer contracts that may be regarded as unfair (CRA 2015, s 63), and includes at para 9: ‘A term which has the object

Place of work An employee is entitled, within two months of commencement of employment, to receive a written statement of particulars of the most important aspects of their contract, including ‘either the place of work or, where the employee is required or permitted to work at various places, an indication of that and of the address of the employer’. The legislation therefore expressly envisages the possibility that an employee may

Interpretation of contracts Whether the parties can extend a contract containing an extension clause where the contract has expired will depend on the interpretation of the contract, the intentions of the parties and the circumstances of each case. The basic approach of contract interpretation as provided by Lord Hoffmann’s five principles in ICS v West Bromwich Building Society (see Practice Note: Contract interpretation—the guiding principles). Lord Steyn expressed the ICS principles of contractual interpretation in Sirius International Insurance Co (Publ) v FAI General Insurance Ltd: ‘The aim of the inquiry is not to probe the real intentions of the parties but to ascertain the contextual meaning of the relevant contractual language. The inquiry is objective: the question is what a reasonable person, circumstanced as the actual parties were, would have understood the parties to have meant by the use of specific language. The answer to that question is to be gathered from the text under consideration and its relevant contextual scene.’ Depending

It is not unusual for a contract to include a term that it will automatically terminate in certain circumstances, whether upon the expiration of a certain period of time or upon the occurrence of a specific event. With regards the former, unless we are dealing with circumstances of employment or consumer protection (which it is assumed we are not)—in which case different principles will apply—then there is nothing prima facie wrong with such a term. Where a contract specifies that it is to continue for a specific period of time and that time period expires, the contract, on its own terms, comes to an end. Subject to any post-termination

We refer you to Practice Note: Contract variation. A contract variation is a subsequent change to an original contract. Variations to contracts may arise and be proposed for many reasons. Some of the more common reasons include: • changes in the scope of goods or services required • changes in the contract charges or rates • extensions of time • changes in resources required to perform the contract • clarification of issues which the original contract has not adequately dealt with, or • other changes to the underlying needs of each of the parties Not all changes to a contractual relationship amount to an effective or valid variation. Sometimes the changes are such that the end result is not a varied contract but a rescinded one, an assignment or a novation. For more guidance on rescission, assignment and novation, see Practice Notes: Rescission of a contract, Assigning contracts—common scenarios and considerations and Novation—why and how to novate

An agreement will be subject to the security of tenure granted by the Landlord and Tenant Act 1954 (LTA 1954) if it meets the conditions set out in LTA 1954. In summary, there must be: • a fixed term or periodic tenancy • the tenant must occupy at least

This Q&A assumes that the contract was signed via DocuSign (and lost since the envelope is then cleared every six months), and that the query relates to a general commercial transaction between businesses and does not relate to real property. According to the Law Commission’s 2019 Report, an electronic signature is capable in law of being used to validly execute a document (including a deed), provided the person signing the document intends to authenticate the document and any formalities relating to the execution of that document are satisfied. Many types of document are signed electronically using electronic signature platforms such as Docusign or Adobe. Assimilated Regulation (EU) 910/2014, on electronic identification and trust services for electronic transactions in the internal market (the UK eIDAS regulation) and section 7 of the Electronic Communications Act 2000 deal with the evidential validity of electronic signatures. For more information, see Practice Note: Electronic signatures. Although electronic signature platforms commonly store a digital

In conducting our research we have focussed on above-threshold procurement exercises regulated by the Public Contracts Regulations 2015, SI 2015/102 (PCR 2015). As a general rule, contracting authorities conducting a public procurement exercise must adhere to the rules of the procedure that have been indicated/advertised in the Official Journal of the EU (OJEU) contract notice. Subject to the comments below, this means that it is not possible to negotiate with tenderers in, for example, an open or restricted procedure tender process. In particular, the Court of Justice made clear in SAG ELV Slovensko that: ‘the principle of equal treatment of tenderers and the obligation of transparency resulting therefrom preclude, in [the restricted] procedure, any negotiation between the contracting authority and one or other of the tenderers’. For background reading, see Practice Notes: The legal framework and general principles of EU public procurement law and Transparency in procurement processes. See also Q&A: To what