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Contract Drafting United Kingdom

McDermott Will & Emery

Contract Drafting - International Cooperation Agreements

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In this series, we provide advice on drafting English-language contracts that are governed by German law. We will refer to these as international cooperation agreements moving forward. We focus on automotive finance...more

A&O Shearman

Can you contract with yourself?

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While looking at the recoverability of damages, the High Court has taken a look at whether you can contract with yourself. When thought of in humans terms, the answer seems obvious: surely my left arm cannot contract with my...more

BCLP

To Introduce or Not to Introduce, That is the Question?

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Recent case law has highlighted various challenges in structuring payment provisions for referral arrangements, such as introduction, intermediary, brokerage and ‘finder’s fee’ agreements. Together, these provide useful...more

BCLP

Drafters beware! Court of Appeal on the significance of express terms

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Every so often the Court will reaffirm the primacy of express terms while re-stating the rule that implied terms can only be relied on to the extent they are (i) so obvious as to go without saying, or (ii) necessary to give...more

A&O Shearman

Sign your engagement letter. It’s not up for negotiation

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The High Court has provided a stark reminder of the risks that arise if parties, despite extensive negotiations, fail to sign their agreements, in this case an engagement letter....more

A&O Shearman

Out with the old, in with the new: amending contracts under English law

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Have you amended a contract recently? Read on. You might have wanted to vary the terms of an existing contract. But a court will look at what parties have said and done to determine objectively what their intent was. If the...more

BCLP

Key trends in contractual negotiations

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The pandemic has put many contractual relationships under immense pressure. We explored in our last Business as (un)usual article some of the problems which contracting parties may have inadvertently created for themselves...more

A&O Shearman

Exclusion clauses under UCTA and incorporating standard terms: a five-star lesson

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The High Court finds that standard terms are successfully incorporated into a contract but determines that an exclusion clause is unreasonable under UCTA and is therefore ineffective....more

A&O Shearman

Bacardi guaranteed or indemnified to breeze through contractual interpretation

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Once again the court looks at the vexed question of the distinction between a guarantee and an indemnity....more

BCLP

The Data & Brexit Digest – Drafting tips for contracts and policies

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With the UK now unambiguously out of the EU, the EU General Data Protection Regulation (2016/679) (“EU GDPR”) has been replaced by the United Kingdom General Data Protection Regulation (“UK GDPR”). In this third instalment of...more

Cooley LLP

Alert: Brexit Readiness: Possible Key Impacts of the Conclusion of the Transition Period on 31 December 2020

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On 31 January 2020, the UK left the European Union and entered a transition period that is due to end at 11:00 pm GMT on 31 December 2020. At this point, it is still uncertain whether a new EU/UK deal will be reached. To...more

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more

White & Case LLP

2020 Summer review M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – June 2020: Coronavirus & Construction Contracts - Causation, Force...

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Large construction projects, by their very nature, carry significant commercial and financial risk for the parties involved. Contributing to this overall risk is the reality that an act of nature or other circumstance beyond...more

Morgan Lewis

UK Takeover Panel: COVID-19 and UK Lockdown Insufficient to Trigger MAC Conditions

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The offeror for Moss Bros sought to rely on standard material adverse change conditions to lapse the offer, on the basis of the impact of the coronavirus (COVID-19) pandemic and related UK governmental measures on Moss Bros. ...more

White & Case LLP

Losing the longstop: High Court decision highlights importance of clearly drafted longstop clauses

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In Damoco (Bermuda) Ltd and Others v Atlanta Bidco Ltd, the High Court rejected claims as to the longstop date for accounts needed to calculate a contractual payment. Instead, the Court adopted a much narrower interpretation...more

White & Case LLP

What duties does a lawyer owe a litigation funder - put simply, what do the words say?

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The recent judgment in John Hall v Saunders Law Limited & Others considers the extent of the duties (if any) owed by solicitors conducting funded litigation to those funders, and emphasises the importance of careful drafting...more

Latham & Watkins LLP

English Court of Appeal Rules on Privilege and Settlement Agreements

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The Court examined “without prejudice” privilege and litigation privilege as they apply to settlement agreements and their inspection by co-defendants. In BGC Brokers LP & Ors v. Tradition UK & Ors, the English Court of...more

Latham & Watkins LLP

“But what if...?” English Court Identifies Liability Despite Gaps in Contractual Drafting

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The ruling serves as a helpful reminder that parties must enter into well-drafted contracts in proper legal form. In Philip Barton v. Timothy Gwyn-Jones & Others [2019] EWCA Civ 1999, the Court of Appeal recently allowed a...more

Latham & Watkins LLP

English Court of Appeal Confirms Proper Test for Common Mistake Rectification

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Objective test applies if a prior concluded contract exists, but subjective test applies if there is a continuing common intention. In the recent case of FSHC Group Holdings Limited v. GLAS Trust Corporation Ltd [2019]...more

Dechert LLP

UK Supreme Court issues important decision upholding non-compete

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The UK Supreme Court has today published its long-awaited judgment in Egon Zehnder Ltd v Tillman. It held that a six month post-termination non-compete covenant was enforceable against a departing employee even though it...more

Hogan Lovells

FCA finalised guidance on fairness of variation terms in financial services consumer contracts: the devil's in the detail

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The FCA published their finalised guidance on the fairness of variation terms in financial services consumer contracts under the Consumer Rights Act 2015 on 19 December 2018....more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Hogan Lovells

PropTech Decoded – Ten Top Tips for Taking Flexible Working Space

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With a boom in co-working across the world, getting the best deal on the space you occupy and understanding the small print is top ticket for flexible leasing. Before signing on the dotted line, ask yourself these key...more

A&O Shearman

Sovereign Immunity Key points for commercial parties - July 2018

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Sovereign immunity is a complex topic. This bulletin highlights key points to consider, particularly when drafting or reviewing a sovereign immunity waiver clause, from an English law perspective (as applied by the English...more

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