General Contract and Boilerplate

This note looks at the right to claim interest in construction disputes in adjudication, arbitration and litigation. It considers the right at common law, under the terms of a contract or as an implied term under the Late Payment of Commercial Debts (Interest) Act 1998. The note also looks at interest claims in common construction disputes, such as claims for loss and expense, delay and disruption, and defects.

A tracker outlining the key stages in the development of a Common European Sales Law for consumers and businesses, including responses from UK bodies. The content of this tracker has been primarily based on PLC EU's legislation tracker, Common European Sales Law for consumers and businesses.

To be enforceable a contract with an organisation must be made by a person with authority. This note looks at the mixture of common law and statutory provisions that determine whether a person has authority.

An outline of the use of conditions precedent in contracts.

An outline of the ways in which a party to an agreement may discharge the contract.

An outline of express and implied terms in contracts.

A review of the legal concepts involved in the formation of binding contracts.

This practice note reviews the principles governing the interpretation (sometimes also called construction) of the express terms of written contracts.

An outline of common law mistake and its effect on a contract.

An outline of the ways in which contractual rights can be conferred and obligations imposed on third parties, including detailed discussion of third party rights under the Contracts (Rights of Third Parties) Act 1999.

A review of the fundamentals of contract law explaining the structure and terms of commercial contracts.

An overview of the ways in which contractual rights and obligations may be transferred to third parties.

A note on waiver, including waiver, release or variation by contract or deed, waiver by estoppel and waiver by election.

Engagement letters are used by accountants, investment banks and other advisers to limit their liability when giving advice. This note deals with the issues that arise when limiting liability and summarises the provisions most commonly found in engagement letters.

This note considers the ways in which a party may seek to exclude or limit its liability for negligence and negligent misstatement. It discusses the common law position, contractual exclusion clauses, the issue of estoppel and the impact of statutory restrictions such as the Unfair Contract Terms Act 1977 (UCTA).

A practice note on the formalities for the execution of deeds and documents by incorporated and unincorporated charities.

A note on the types of disputes or issues to which expert determination is most applicable, how to draft an effective expert determination clause, what to look out for in an expert's terms of reference and on what terms to appoint an expert.

This practice note explains the various doctrines and principles concerned with insurance, including: What constitutes an insurable interest. Subrogation. Joint insurance. Double insurance. Noting. For information about insurance as it relates to commercial property, see Practice note, Property insurance.

A practice note on the termination (revocation or cancellation) of guarantees and the discharge of guarantees. It considers the following questions: When and how can a guarantee be terminated? What happens to a guarantee if the guarantor dies or becomes mentally incapable? What is the effect of terminating a guarantee? How are guarantees discharged? How do these principles apply to indemnities? It also briefly considers circumstances in which a guarantee may be set aside (undue influence, misrepresentation, breach of contract, duty to disclose and loss of security).

This practice note considers the different forms that so-called "hybrid", "multi-tiered" (or "escalation") and "carve-out" dispute resolution clauses may take. Although a short form, standard arbitration or jurisdiction clause will suffice in the majority of contracts, certain complex projects may require more complicated dispute resolution provisions. This note focuses on the issues that may arise in using complex clauses and highlights the potential pitfalls a lawyer may face in drafting these types of clauses.

A well drafted contract will have a governing law clause which determines the substantive law that will be applied to work out the rights and obligations of the parties to the contract. Generally, the English courts will uphold an express choice of law as a valid choice. However, while an express choice of law in relation to contractual obligations cannot be overturned, significant challenges can be made to it under the Rome Convention or the Rome I Regulation, which can have the effect of modifying the applicable law. This note looks at the three situations in which the express choice of law in respect of contractual obligations can be modified under the Rome Convention or the Rome I Regulation under English law. This note does not consider the effectiveness of a governing law clause covering non-contractual obligations, and the challenges that may be made to such a clause. For a detailed discussion of the issues which arise in that context, see Practice note, Rome II: an outline of the key provisions.

An outline of the law relating to misrepresentation.

A note outlining the development of the common law on the no loss defence, or the defence that an assignor may not recover more than the assignee, in the context of construction and engineering cases. These cases are sometimes said to refer to a possible "black hole".

Affidavits need to be verified by oath or by solemn affirmation. In certain circumstances, a statutory declaration can be used instead of an affidavit, and will be verified by a declaration. This practice note looks at what is involved in preparing the relevant documents and administering oaths, affirmations and statutory declarations.

A discussion of the main bases for claiming pre-judgment interest on debts and damages in civil proceedings. The note includes claims for interest under a contract, the Late Payment of Commercial Debts (Interest) Act 1998, and the court’s discretionary statutory powers in the Senior Courts Act 1981 and the County Courts Act 1984.

An outline of the law of damages for actions in contract and tort and the remedies that may be agreed by contracting parties. 

A note outlining the law of restitution.

An introduction to the law applying to retention of title clauses.

This note considers: The Rome I Regulation on the law applicable to contractual obligations.   The Rome II Regulation on the law applicable to non-contractual obligations. It summarises the background to both Regulations, their legislative history and key objectives (including the instruments which preceded their introduction, namely the Rome Convention on the law applicable to contractual obligations and the Private International Law (Miscellaneous Provisions) Act 1995).

Under Rome II (Regulation 2007/864) the courts of all EU member states other than Denmark must apply the same set of rules to determine the law that will govern non-contractual obligations arising between parties in civil and commercial matters. This practice note outlines the key general provisions of Rome II, highlighting the key provisions from an English law perspective and focusing on: Drafting agreements as to choice of law. The law governing pre-contractual negotiations. The law governing product liability cases. The steps that commercial parties should consider taking in the light of the rules in Rome II.

This note explains what the Court of Justice of the European Union (formerly known as the European Court of Justice (ECJ)) is, why a reference would be made to it and who can make a reference. The note gives examples of questions which might be referred to the ECJ and sets out a brief summary of the procedure to be followed and the effect of a ruling by the ECJ on the question referred.

A resource providing the text of, and links to, institutional standard recommended arbitration clauses.

A note considering the issue of causation in negligence claims and how the law limits liability for the consequences of negligent conduct. In particular, it considers the principle of remoteness and the effect of the decisions in SAAMCo and The Achilleas.

The trust is widely admired and recognised in many jurisdictions around the world. Although primarily used by individuals, they also have a wide variety of applications in a commercial context. This practice note provides an introduction to trusts and trustees and considers some commercial applications of trusts.