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GLOSSARY

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What does Contract mean?

A contract is a legally binding promise (oral or in writing) by one person to fulfil an obligation to another person in return for consideration. A binding contract comprises four elements: offer, acceptance, consideration and intention to create legal relations.

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Determining applicable law and jurisdiction, and the territorial scope of statutory employment rights—checklist

Determining applicable law and jurisdiction, and the territorial scope of statutory employment rights—checklist This Checklist provides an overview of the questions to be asked when determining: • which system of law is applicable to a contract of employment or employment relationship (applicable law) • whose courts and/or tribunals should decide an employment case (jurisdiction), and • how the courts and employment tribunals decide what statutory rights, if any, an employee who works abroad and/or has a foreign employer (territorial application or scope of statutory employment rights) Brexit impact From exit day (31 January 2020) the UK ceased to be an EU Member State but, in accordance with the transitional arrangements provided in the Withdrawal Agreement, the UK was in an implementation period (IP) until 11pm on 31 December 2020, known as ‘IP completion day’. During this period, the UK continued to be treated by the EU as a Member State for many purposes. While it could not participate in the political institutions and governance structures of the EU, the UK...

Drafting a building contract/schedule of amendments—checklist

Drafting a building contract/schedule of amendments—checklist Once the procurement route and form of building contract has been selected (see Practice Note: Choosing the right procurement method—construction projects) the employer should consider the following matters and incorporate the appropriate drafting in the building contract particulars and schedule of amendments. This Checklist assumes that the parties are using a standard form of building contract, such as a JCT form, and that the employer is proposing the first draft including the completed contract particulars and a schedule of amendments, which amends the standard terms. This list is not exhaustive, however, and there may be other project specific matters/risks that need to be taken into account: Contractual matters • Carry out due diligence on the contractor The employer needs to carry out due diligence on the contractor at the outset to determine whether its financial position is acceptable. Confirm the contractor’s company number and name at Companies House. • Obtain consultants’ details Confirm the full details of the consultants engaged by the employer; some...

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Extension of time claim process in JCT SBC 2011—flowchart [Archived]

Extension of time claim process in JCT SBC 2011—flowchart

Final payment in JCT Standard Building Contract 2011—flowchart [Archived]

Final payment in JCT Standard Building Contract 2011—flowchart [Archived] ARCHIVED: This flowchart has been archived and is not maintained. This flowchart illustrates the final

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Contracts required to be in writing

This Practice Note considers the specific situations where a contract is required by law to be in writing: assignments, contracts for the sale of land, equitable mortgages, assents, transfers of shares, transfers of intellectual property rights, and guarantees.When a written contract is beneficial or a necessityContracts can be formed in one of three ways:•orally•by conduct, or•‘under hand’ (in writing)For more information on contract formation, see: Formation and interpretation—overview.Simple contracts are created in any of the above manners in ‘simple form’, whereas deeds must be executed in ‘solemn form’. See Practice Notes: Deeds and Executing documents—deeds and simple contracts.There are certain situations when a written contract is required by law or is necessary to satisfy registration requirements. Contracts are required by statute to be made or evidenced in writing for:•assignments•contracts for the sale or other dispositions of an interest in land (as opposed to the actual conveyance, which must be by deed)•dispositions of an equitable interest or trust•assents•transfers of shares•transfers of intellectual property rights•guarantees‘Writing’ is defined in schedule 1 to the...

Structure and form of commercial contracts

This Practice Note describes the structure and form of a business to business commercial contract or agreement. It outlines the form which commercial agreements generally take and explains what information should be included in the contract document, including in the parties, background (or recitals), main body, schedules and attestation sections.Form of commercial contractsHow a contract is formedA contract is a legally binding agreement that grants rights and creates duties between two or more parties. Contract law principles provide that for a contract to exist, four key elements must be present:•offer (see Practice Note: Forming enforceable contracts—offer)•acceptance (see Practice Note: Forming enforceable contracts—acceptance)•consideration (see Practice Note: Forming enforceable contracts—consideration), and•an intention to create legal relations (see Practice Note: Forming enforceable contracts—intention to create legal relations)Simple contracts v deedsSimple contracts may be created orally, by conduct or in writing.Certain types of simple contracts however must be created in writing. For details, see Practice Note: Contracts required to be in writing.Some agreements require greater formality and must be executed by deed. A deed...

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Consultancy agreement—company and individual—pro-client (short form)

Consultancy agreement—company and individual—pro-client (short form) [ON HEADED NOTEPAPER OF CLIENT COMPANY] [Insert consultant’s name] [Insert consultant’s address] [Insert date] Dear [insert consultant’s name] [ Consultancy agreement OR Insert name of project ] Further to our recent discussions, I am pleased to confirm the terms of our agreement regarding the provision of your consultancy services to [insert name of client company] (Company). 1 Term 1.1 [Subject to the terms set out in this letter, your engagement [will commence OR commenced] on [insert date] and will continue unless or until either party gives to the other not less than [insert number] [weeks’ OR months’] prior notice in writing. OR 1.2 Your engagement will be for a fixed period of [insert number] months from [insert date], subject to the terms of this letter and subject to the right of either the Company or you to give to the other not less than [number] [weeks’ OR months’] notice in writing during such fixed period terminating the...

Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

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In the context of understanding whether or not permission is needed to serve debt proceedings on a company based in Jersey where there is an express jurisdictional clause in the contract submitting to the English courts, could Regulation (EU) 1215/2012, Brussels I (recast) apply?

In the context of understanding whether or not permission is needed to serve debt proceedings on a company based in Jersey where there is an express jurisdictional clause in the contract submitting to the English courts, could Regulation (EU) 1215/2012, Brussels I (recast) apply? This Q&A considers the relevance of Regulation (EU) 1215/2012, Brussels I (recast) when considering whether permission is required to serve out of the jurisdiction. What is the relevance of Regulation (EU) 1215/2012 (Brussels I (recast)) when considering whether permission is required to serve out of the jurisdiction? Permission is not required to serve a claim form out of the jurisdiction where the factors in CPR 6.32 or CPR 6.33 are satisfied (note that CPR 6.32 is not relevant in this instance as it only applies to Scotland and Northern Ireland). CPR 6.33 sets out various scenarios where the permission of the court is not required to serve out of the UK. These include (at CPR 6.33(2)) reference to various provisions of Regulation (EU) 1215/2012 (Brussels I...

Where can I find information relating to FCA perimeter issues?

Where can I find information relating to FCA perimeter issues? The FCA's Perimeter Guidance manual (PERG) provides guidance about the circumstances in which authorisation is required, or exempt person status is available, including guidance on the activities which are regulated under the Financial Services and Markets Act 2000 (the Act) and the exclusions which are available. Application of the Perimeter Guidance manual (PERG) PERG applies to: • a person who is considering carrying on activities in the United Kingdom which may fall within the scope of the Act and is seeking guidance on whether he/she needs to be an authorised person • a person who seeks to become an authorised person under the Act and who is, or is considering, applying for Part 4A permission to carry on regulated activities in the United Kingdom • a person who is seeking guidance on whether any communication he/she may be seeking to make or cause to be made will be a financial promotion and be subject to the restriction...

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Dispute Resolution weekly highlights—1 May 2025

This week's edition of Dispute Resolution weekly highlights includes analysis of a number of key DR developments and key judicial decisions including the 11th edition of the King’s Bench Guide and the Court of Appeal decision in Freeman v Home Farm Ellingham Ltd (specific performance); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

Public Law weekly highlights—1 May 2025

This week's edition of Public Law weekly highlights includes further coverage of the Supreme Court’s landmark ruling in For Women Scotland Ltd v Scottish Ministers on the legal definition of the terms ‘man’, ‘woman’ and ‘sex’ under the Equality Act 2010. Also in this edition, a joint statement on the implementation of the Windsor Framework; updates to Procurement Policy Notes 006, 010, 013, 020 and 021; the new King's Bench Guide 2025; plus the Ministry of Housing, Communities and Local Government’s annual report on devolution. Case updates include further analysis on the Supreme Court’s ruling in Abbasi on anonymity for clinicians following the withdrawal of life-sustaining treatment for children, a Court of Appeal ruling on Article 14 ECHR challenges to employment legislation, and a Privy Council ruling on the constitutional right to be heard before resentencing. This edition features further updates on Brexit SIs, post-Brexit transition guidance, Ukraine conflict, equality and human rights, constitutional and administrative law, information law, judicial review, public procurement, State security and intelligence, and subsidy control...

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