General Contract and Boilerplate

An outline of the requirements for claims in negligence considering the tort of negligence and actions for breach of a duty of care in contract. This note addresses issues such as causation, foreseeability, pure economic loss, contributory negligence and mitigation.

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.

A note outlining the use of force majeure clauses.

A note outlining the rules governing the doctrine of frustration.

An outline of the way in which contractual rights and obligations may be transferred to third parties by means of novation.

A practice note explaining when and how the court will rectify a document or use construction to correct a mistake and reflect the terms agreed.

An outline of the way in which performance of contractual obligations may be transferred to a third party by means of a subcontract.

A note outlining the rules governing variation of a contract.

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 deals with the execution of deeds and documents. It reflects the law on execution from 1 October 2009. For details of the law governing execution of deeds and documents before 1 October 2009, see Practice note, Execution of deeds and documents: pre-1 October 2009.

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.

An outline of the common law fiduciary duties, ways of modifying those duties (including the use of Chinese walls) and proposals for reform.

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).

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.

This Practice note explains the regime of lasting powers of attorney (LPAs), which was introduced by the Mental Capacity Act 2005 on 1 October 2007, including: How to make an LPA. The formalities for registering an LPA. Guidance for third parties when relying on an LPA. From 1 October 2007, LPAs replaced enduring powers of attorney (EPAs) as the primary way of appointing a decision maker to act on a donor's behalf in the event of a loss of mental capacity. LPAs can authorise an attorney to make decisions about the donor's personal welfare, as well as decisions about their property and affairs.  

An outline of the law relating to misrepresentation.

International or cross-border finance transactions often require certain documents to be notarised or notarised and legalised. This note explains the role of notaries and what notarisation means. It outlines the types of documents that are notarised and explains what legalisation and apostille mean. It includes a checklist of what to consider when instructing a notary.

This practice note examines powers of attorney, in particular, general powers of attorney and their commercial application. It includes links to standard documents for general powers of attorney and specimen execution clauses. For further details on other types of powers of attorney, see Practice note, Lasting powers of attorney and Practice note, Enduring powers of attorney.

An outline of equitable remedies including rectification, specific performance, injunctions, account of profits, subrogation, rescission and declarations. The doctrines of equity are also discussed.

This practice note discusses the tools available to those who have to apply an ambiguous piece of legislation.

This practice note explains the principle established in the House of Lords' case of Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] UKHL 19 and its subsequent application to defects in both contractual and statutory notices.

An outline of the English court system, the doctrine of precedent, and the rules of statutory interpretation.

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. Finance Act 2011 contains anti-avoidance legislation, enacted as Part 7A of the Income Tax (Earnings and Pensions) Act 2003, which taxes disguised remuneration provided to employees through third parties such as employee benefit trusts (EBTs). The legislation contains certain exemptions which may apply to normal employee share schemes operating through EBTs. However, the provisions are complex and restrictive. Companies and their advisers should consider the impact of Part 7A when establishing an EBT, or when planning awards under an EBT after 6 April 2011. For further information, see Practice note, Disguised remuneration: Part 7A of the Income Tax (Earnings and Pensions) Act 2003.