Meaning of ‘covenant’ Definition and construction of covenant: Halsbury’s Laws of England [448] states: ‘A covenant is an agreement contained in a deed whereby the parties, or some or one of them, are or is bound to do or not to do a specified thing...The word will, however, be construed to cover stipulations in an agreement under hand if otherwise it would have no effect, as where a document refers to the “covenants” contained in a lease which is not by deed. The words of a covenant are to be taken most strongly against the covenantor; but this must be qualified by the observation that due regard must be paid to the intentions of the parties as collected from the whole context of the instrument.’ It appears,

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

For information: • on types of contractual term in employment generally, see Practice Note: Types of contractual term in employment • on offers of employment generally, see Practice Note: Offer of employment See also Precedent: Letter—employee offer letter. When issuing an offer letter, it is important to be clear whether the offer letter is to form the contract of employment once accepted by the employee, or whether the offer is conditional upon the employee subsequently

An administrator acts as agent of the company and is granted statutory powers to execute documents in the name of the company under paragraphs 8–9 of Schedule 1 to the Insolvency Act 1986 (IA 1986). Administrators have power to: • use the company’s seal • execute in the name of and on behalf of the company any deed, receipt or other document It is standard practice for an administrator to execute sale contracts for both the company in administration and in their personal

Dispute Resolution analysis: The court held that it would require ‘very clear express words in the contract’ spelling out a contractual duty to protect a customer from inflicting economic harm on himself before the court could conclude that ‘such an exceptional duty’ arose. The decision of the appellant to remain in the relevant ‘market’ and leave his spread-bets open was a deliberate choice on his part, independent of any breach by the respondent (a spread betting company). Whether analysed in terms of causation or failure to mitigate, which the court considered to be ‘two sides of the same coin’, it was that decision, not any breach by the respondent, which caused the loss. The respondent had not assumed responsibility for the risks of continuing speculation by the appellant. The Court of Appeal accordingly dismissed the appeal, stating that there had been ‘no error in the judge concluding…that the appellant had wholly failed to mitigate his loss for the same reasons as he had concluded that it was the appellant’s decision to continue to leave his bets open which was the cause of the loss’. Written by Christopher Humby, Senior Associate at Quinn Emanuel Urquhart & Sullivan, LLP

TO: [insert full name of tenant] of [insert address] (the ‘Tenant’) [and [insert full name of recognised tenant’s association] of [insert address] (the ‘RTA’)] FROM: [insert full name of landlord] who is the [freehold OR long leasehold] owner of the building known as [insert address] (the ‘Landlord’) [ For qualifying works RE: NOTICE OF INTENTION (the ‘Notice of Intention’)

Set-off is the discharge of reciprocal monetary obligations where one monetary amount is discharged to the extent of the other monetary amount. There are five main types of set-off: • independent set-off (sometimes known as legal set-off or statutory set-off). This operated as a procedural defence which used to set-off reciprocal claims that are independent or unconnected. See Practice Note: Independent set-off and transaction set-off • transaction set-off (also known as equitable set-off): when two claims are so closely connected that it would be unjust allow one party to enforce its claim without giving credit to the claim of the other party • contractual set-off is a right of set-off that has been created by an express contractual agreement. It is used when contracting parties want to extend or limit set-off rights which are

Repudiatory breach and damages Case law has established that, if the contract states that the property is to be sold with vacant possession, the seller must ensure that any existing tenants or other occupiers (whether or not occupation is authorised) will vacate the property on or before completion. If this cannot be obtained, the seller may be in breach of the contract. See NYK Logistics (UK) v Ibrend Estates and Practice Note: Vacant possession. Repudiation of a contract occurs where one party to it communicates to the other (through words or conduct) that they no longer intend to be bound by it, usually by committing a major breach of a significant

Moral rights in intellectual property provisions Intellectual property is an important issue in relation to construction projects. The parties that own the copyright in designs and specifications want to protect their rights—the parties who need to use the copyright material, both during the construction works and once the building/project is completed, want to make sure that they have adequate rights to do so without infringing copyright. See Practice Notes: Copyright in construction contracts and Copyright in a consultant's appointment for information on copyright matters in construction. It is standard practice, therefore, to include provision within a building contract, consultant appointment, collateral warranty or other construction contract which deals with intellectual property rights. Typically, a contractor/consultant/sub-contractor grants a licence to the party that it has contracted with, allowing that party to use the relevant copyright material for a broad list of purposes—usually including matters such as the construction, maintenance and repair of the works. Within such a copyright licence, the parties may

This Q&A is about the personal liability in negligence of a director as an individual relating to an investment opportunity. The question is predicated on the basis that a limited company (of which the individual is a director) is being pursued for breach of contract and negligence. The question assumes that: the investment opportunity is in another entity, not in the company itself; any right of action against the director personally relates to the same investment

Clause 6.5.1 provides for non-negligent insurance to be taken out by the contractor in joint names with the employer in respect of the potential risk of claims from third parties whose property has been lost or damaged by the works where the contractor is not liable, because it is not possible to prove that the contractor was negligent or in breach of contract and as a result the employer is left with a potential risk of claims for damages. Non-negligent insurance pursuant to clause 6.5.1 is designed to cover any expense, liability, loss, claim or proceedings which are incurred by the employer as a result of collapse, subsidence, heave, vibration, weakening or removal of support or lowering of ground water, in each case caused by carrying out the works.

Bankruptcy Immediately upon a bankruptcy order being made against an individual, that individual is described as an ‘undischarged’ bankrupt. They will retain that status until they are discharged from their bankruptcy, which will automatically occur on the first anniversary of the bankruptcy order being made, unless any order is made suspending a bankrupt’s discharge pursuant to section 279 of the Insolvency Act 1986 (IA 1986). See Practice Note: The immediate effects of a bankruptcy order on the bankrupt. The role of the bankrupt’s trustee in bankruptcy (trustee) is to realise the assets forming the bankruptcy estate and, after payment of the costs and expenses of the bankruptcy process, to distribute any surplus to the bankrupt’s unsecured creditors. See Practice Note: What assets vest in the trustee in bankruptcy and what steps does the official receiver or trustee in bankruptcy need to take? Only those creditors who are owed ‘provable’ debts can participate