General Contract and Boilerplate

This Note discusses the nature and use of apostilles, certificates of signature and notarizations under US law. It covers the legal effect and elements of and procedures to obtaining apostilles, certificates of signature and notarizations.

A review of the meaning of best endeavours, reasonable endeavours and other common forms of endeavours clauses.

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 practice note charting developments relating to the Common European Sales Law for consumers and businesses in chronological order.

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.

A table comparing and summarising the Russian and English legal positions on conditions precedent. This is part of a set of resources comparing English and Russian law positions on commonly used terms in international transactions.

A template briefing for in-house counsel to give business executives on key points to consider during contract negotiations.  Click here to download in Microsoft Word.

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.

This Note discusses the application of equitable remedies under US contract law. Courts generally favor legal remedies for breach of contract, but they have the discretion to award equitable relief if legal damages are inadequate to compensate the aggrieved party for its losses. This Note covers types of equitable remedies, limitations and defenses, the use of contractual provisions expressly addressing the availability of equitable relief and the availability of equitable remedies under major commercial contract types.

A note outlining the use of force majeure clauses.

A note outlining the rules governing the doctrine of frustration.

A note outlining the rules that may make a contract void or unenforceable, on grounds such as illegality or public policy, or voidable for duress or undue influence.

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.

A note on the law of contributory negligence and contribution. It sets out the general principles, the types of claim in which contributory negligence can be pleaded, and the requirements for a claim for contribution under the Civil Liability (Contribution) Act 1978.

A table comparing and summarising the Russian and English legal positions on damages for breach of contract. This is part of a set of resources comparing the English and Russian law positions on commonly used terms in international transactions.

This practice note outlines the requirements for enduring powers of attorney (EPAs). Since 1 October 2007, it has not been possible to create new EPAs but EPAs created before 1 October 2007 continue to be valid. Lasting powers of attorney (LPAs) replaced EPAs from 1 October 2007. For more information on LPAs, see Practice note, Lasting powers of attorney.

An outline of the EU legislative process and its interpretation in the UK.

Overview of the key legal requirements relating to the execution of deeds and documents under the laws of England and Wales. 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 outlining the changes to the law on execution of documents by companies under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For detailed information and sample execution clauses, see Practice note, Execution of deeds and documents. Part 4 (A company's capacity and related matters) of the 2006 Act is effective from 1 October 2009, with the exception of section 44 which came into force on 6 April 2008.

The note discusses the three devolved legislatures in the UK and the extent to which devolution has introduced new layers of complexity to the UK statute book. The note covers: The extent and application of the three jurisdictions within the UK. How Westminster legislation extends to Scotland, Northern Ireland and Wales.

This Practice Note discusses force majeure clauses, which allow the contract parties to allocate the risk of certain force majeure events such as acts of God, hurricanes, earthquakes and other natural disasters, terrorism, government acts, embargos, labor strikes and lock-outs, and other events beyond the control of the parties.

A practice note covering the reasons for including governing law and jurisdiction clauses with drafting guidance.

A note on the European Convention on Human Rights and its interaction with the Human Rights Act 1998 including links to relevant PLC content.

Practice Note discussing indemnification and defense provisions in commercial contracts. This Note discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability and alternatives to indemnification. This resource includes drafting and negotiating tips. 

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.  

This Practice Note discusses how courts in various jurisdictions have defined negligence, gross negligence and willful misconduct. This Note also discusses how these three terms relate to each other and whether courts have found a substantive difference in the conduct described by each term.

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".

Guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A table comparing and summarising the English and Russian legal positions on penalities. This is part of a set of resources comparing Russian and English law positions on commonly fused terms in international transactions.

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 professional negligence. This note considers: The requirements for claims in contract and tort. The application of the SAAMCO principle. The Bolam test. Contributory negligence. Contribution. The use by professionals of exclusion clauses to limit liability.

A table comparing and summarising the Russian and English legal positions on put and call options.  This is part of a set of resources comparing English and Russian law positions on commonly used terms in international transactions.  

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.

This Note discusses representations, warranties, covenants, rights and conditions in commercial contracts. It describes each of these key contractual building blocks and how they function to achieve the intended goals of the contracting parties. This Note also includes drafting and negotiating tips.

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

This note summarises the key provisions of the Convention on the law applicable to contractual obligations (80/934/EEC) (Rome Convention), which applies to contracts made before 17 December 2009 and contains rules for determining the applicable law.

This practice note summarises, from an English law perspective, the key provisions of Regulation 593/2008 on the law applicable to contractual obligations (Rome I). It highlights the main changes from the rules contained in the Rome Convention on the law applicable to contractual obligations of 1980 (Rome Convention).

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.

A note on boilerplate clauses that create or limit contracting parties' rights to set off monetary cross-claims against each other. It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

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

This practice note links to an FSA paper, "A brief guide to the European Union and its Legislative processes", which provides an overview of the institutions and committees involved in, and the procedures used for, the enactment of European legislation.

A practice note discussing when time limits in a contract are essential conditions of the contract, a breach of which would amount to a fundamental breach that would justify the other party terminating the contract.

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.

This Practice Note discusses implied warranties under Article 2 of the Uniform Commercial Code (UCC) in a sale of goods transaction, including the implied warranties of merchantability and fitness for a particular purpose, and the implied warranties of title and against infringement. This Practice Note also contains an overview of effective disclaimers of these warranties.

This practice note addresses the circumstances in which vicarious liability arises, at common law and under statute. It also looks at the implications of vicarious liability, and the alternative bases for attributing liability where vicarious liability is not applicable.