date [date] Parties 1 [name of Seller] (in liquidation) incorporated in England and Wales (company registration number [number]) whose registered office is at [address] (Seller) acting by [any one of] its [joint] liquidator[s], [name of (first) liquidator] (Insolvency Practitioner) [of [address] OR [and [name of joint administrator] (Insolvency Practitioner) [both] of [address]] ] (liquidator [s]) 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) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer of the Property 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 in Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [5] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, the Superior Landlord];] Deposit

We assume there is a contractual relationship between A and B to which C is not a party and has no third party rights under it. In answering this Q&A, we have focussed on the assumption that the contractual obligations between A and B are silent on the question of any prospective claim in tort against C. Contract and tort claims are separate actions so it would not matter if A chooses to bring a contractual claim against B and a tortious claim against C or decided to bring a claim against one of the parties only. In the case of a professional negligence claim, there could be contractual duties and concurrent duties in tort which may effect how a claimant decides to proceed and against which party. For more information on this, see Practice Note: Bringing

When determining what damages an employer may claim, it is necessary to consider general principles regarding damages. As set out in Practice Note: Quantum in construction claims, the normal function of damages for breach of contract is compensatory—the aim is to compensate the loss suffered by the claimant and place it in the same position, so far as money can do so, as it would have been in had the contract been performed. The extent to which a type of loss, such as loss of profits, may be recoverable is primarily governed by the concepts of causation and remoteness (although other factors, such as whether the claimant has mitigated its loss, will also be relevant). Accordingly, a claimant must first show: • there is a causal link between the breach (eg the defect) and the loss suffered

The Scottish Parliament has passed the Contract (Formation and Remedies) (Scotland) Bill following a final Stage 3 vote. The Bill builds on recommendations from the Scottish Law Commission’s 2018 Report on Review of Contract Law and modernises aspects of Scotland’s contract law, through targeted reforms clarifying rules on contract formation and remedies for breach. The legislation sets out rules on when contracts come into force, including in situations where parties are still negotiating terms. It also introduces provisions enabling parties to recover performance where a contract fails due to a serious breach by one party and clarifies rights to withhold payment, goods or services where the other party has not fulfilled its obligations. Implementation work will commence following Royal Assent.

Under the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (FTE Regs 2002), SI 2002/2034, employees engaged on a fixed-term contract of employment have the right: • to be treated no less favourably than a comparable permanent employee • in certain circumstances, to insist that the fixed-term contract is converted into a permanent one (the duration of which is no longer restricted) • not to be subjected to detriment or dismissal arising out of exercise of rights under the regulations For further information, see Practice Note: Fixed-term employees. Right to no less favourable treatment A fixed-term employee has the right not to be treated less favourably than a comparable permanent employee: • as regards their terms and conditions of employment, or • by being subjected to any other detriment The

Commercial analysis: The Court of Justice has ruled that a consumer’s right to cancel an off-premises contract under the Consumer Rights Directive (CRD) does not apply to contracts for bespoke goods, even if the trader has not yet started producing the goods.

Price and payment provisions Price and payment provisions in business-to-business contracts are often interlinked. They typically cover a range of issues such as: • how prices are determined, eg price list, rate card, subscription fee, unit price, time and materials, or fixed price • additional costs, such as packaging, transport, delivery and insurance costs • invoicing currency including, where applicable, the exchange rate mechanism • time allowed for payment • interest on late payment, and • payment disputes For further information on price and payment clauses, see Practice Note: Price, payment terms and interest and for information on VAT in the context of commercial agreements, see: VAT contract review—overview. Also consider: • Precedent: Template agreement—mutual and associated Drafting Notes • Drafting and negotiating a price clause—checklist • Drafting and negotiating a payment clause—checklist Negotiating price variation (or price adjustment) clauses When approaching commercial contracts for the supply of goods or services, especially where the supply

This Q&A assumes that the intention of the parties is that the tenancy should not be an assured shorthold tenancy. Section 1 of the Housing Act 1988 (HA 1988) contains three prerequisites for a tenancy to be an assured tenancy: • the dwelling-house must be let as a separate dwelling • the tenant or, if there are joint tenants, each of the

The basis of litigation in employee competition situations will be the express and implied terms of the contract of employment between the employee and the current employer, or, if the employee has already left, the former employer. Obviously, the new employer is not a party to that contract of employment. Nor does it owe any direct duties to the current/former employer of the employee it wishes to recruit. However, it may nonetheless be made a party to in any litigation involving the target employee as a result of the operation of the economic torts. The relevance of these tortious claims in employee competition situations is that they provide a

The JCT Design and Build Contract 2016 (JCT DB) defines a Statutory Undertaker in clause 1.1 as: ‘any local authority or statutory undertaker where executing work solely in pursuance of its statutory obligations, including any persons employed, engaged or authorised by it upon or in connection with that work.’ Clause 2.26 of the JCT DB sets out the ‘Relevant Events’ which may entitle the Contractor to claim an extension of time to complete the works. For more on extensions

It would be prudent to begin by looking at the master agreement itself to see which governing law/jurisdiction applies to the International Swaps and Derivatives Association, Inc (ISDA) in place between the parties. This will be detailed in section 13 of the ISDA master agreement and would be selected in Part 4(h) of the related Schedule. See the section: Scope of the ISDA Master Agreement—Sections 7 to 14—Section 13—Governing Law and Jurisdiction in Practice Note: Scope of the ISDA Master Agreement—Sections 7 to 14. Both the 1992 and 2002 ISDA master agreements typically provide for jurisdiction in either the English courts or the courts of New York. If the English courts are selected, the agreements will provide for non-exclusive jurisdiction except where proceedings involve a Convention

Commercial analysis: In King Crude Carriers SA v Ridgebury November LLC, the Supreme Court has unanimously reversed the Court of Appeal’s decision on the proposition that the Mackay v Dick principle has effect in English law, holding that there is no such English law principle. Part of that principle is that a condition in a contract, which would give rise to a debt owed by a party if fulfilled, should be treated as fulfilled (or dispensed with or waived) where that party wrongfully prevents the condition from being satisfied (the other aspect of Mackay v Dick set out by Lord Blackburn (that there is an implied duty to cooperate to ensure performance of a contract) was not subject to appeal and was described by the Supreme Court as ‘not controversial’). Written by David Bridge, partner, Lisa Fox, knowledge counsel, and Pippa Borton, associate, all at CMS.