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View the related checklists about Breach of contract

Drafting checklist for claim or response—unfair dismissal: redundancy

Drafting checklist for claim or response—unfair dismissal: redundancy Both parties • Was the Claimant an employee? See Practice Notes: Entitlement to claim unfair dismissal—Eligibility and Employee status • Did the Claimant have requisite qualifying service, or does an exception apply? See Practice Note: Qualifying period for unfair dismissal • Has the Claimant complied with the requirement for early conciliation or does one of the exemptions apply? See Practice Note: The early conciliation requirement • Is the claim brought within the three-month time limit, or the period as extended if the requirement for early conciliation applies? See Practice Notes: Unfair dismissal time limit and The early conciliation requirement—Extension to time limits (the 'stop the clock' provisions) • Is the contract of employment arguably void for illegality? See Practice Note: Entitlement to claim unfair dismissal—Illegality • Does the Claimant fall within a category of employee excluded from unfair dismissal protection, eg police constables. See Practice Note: Entitlement to claim unfair dismissal—Particular types of employment • Was the Claimant’s work based in Great...

Seller's SPA drafting guide (unconditional completion)—checklist

Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...

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Liquidated damages v penalty clause—checklist

Liquidated damages v penalty clause—checklist As seen in Practice Note: Contract interpretation—distinguishing between liquidated damages and penalty clauses, the task of determining whether or not a liquidated damages clause may be held to be unenforceable as a penalty is not always an easy one. While it will be a matter of construction for the courts in each case, there are a number of factors to consider when analysing the scope of an alleged liquidated damages clause and whether or not it may be susceptible to challenge as a penalty. If drafting a liquidated damages clause, it is essential that you keep these factors in mind in drafting the clause (and its relationship with related clauses). See: • Drafting and negotiating a liquidated damages clause—checklist • Precedent: Liquidated damages clause For specific consideration of how clauses in commercial contracts which provide for ‘default interest’ have been considered in the authorities, see: • Penalty interest rates in commercial contracts • Contract interpretation—distinguishing between liquidated damages and penalty clauses—When might default interest be...

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Contract claims in the employment tribunal

This Practice Note examines the jurisdiction of the employment tribunal to hear claims for breach of contract under the Employment Tribunals Extension of Jurisdiction (England and Wales) Order 1994 (ET Extension of Jurisdiction Order 1994), SI 1994/1623.For guidance:•on unlawful deduction from wages claims, see Practice Note: Deductions from wages•on the legal and practical issues to consider when deciding whether an employee should bring a claim for unlawful deduction from wages or a claim for breach of contract, see the section of Practice Note: Deductions from wages—Whether to bring an unlawful deductions claim or a breach of contract claim•on employment claims in the civil courts, see Practice Note: High Court and County Court employment claims•on bringing a claim in the employment tribunal, see Practice Note: Submission of a claim to the employment tribunalFor sample wording for ET1 grounds of claim for breach of contract, see Precedent: ET1 grounds of claim—breach of contract.For sample wording for ET3 grounds for resisting a claim for breach of contract and bringing an employer’s contract claim...

Deductions from wages

The right to be paid wages in full is one of the most basic, and oldest, employment rights. A failure to pay will generally give a worker the right to bring a claim for unlawful deduction from wages. In a small number of cases, however, an employer is permitted to make a deduction.The worker's rightsAn employer may not make a deduction from the wages of any worker employed by the employer, or receive a payment from such a worker, unless:•it is required or authorised to be made by virtue of any statutory provision or any relevant provision of the worker's contract, or•the worker has previously signified in writing their agreement or consent to the making of itFor further information, see: When deductions are lawful below.For further information:•on the meaning of 'wages' see: Definition of wages below•on the definition of 'worker' for these purposes, see: Definition of 'worker' below•on the circumstances in which deductions are permitted, see: Excepted deductions and payments below•on the claims that a worker may bring, see: Bringing...

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Phantom share option agreement

Phantom share option agreement This AGREEMENT is made on [insert date of execution of the phantom share option agreement] Parties 1 [insert name of company whose shares are relevant to the phantom option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement. (B) The Phantom Option provides an entitlement to cash and not shares. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Cash Payment • means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2; Control • has the meaning given...

Letter of claim—breach of contract

Letter of claim—breach of contract [ON THE HEADED NOTEPAPER OF THE CLAIMANT’S SOLICITORS] Our reference: [insert your file reference for this matter] FAO [RELEVANT NAME] [NAME OF DEFENDANT OR DEFENDANT’S SOLICITOR IF KNOWN] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] [DATE] Dear [insert name] RE [PROSPECTIVE CLAIMANT’S NAME] AND [PROSPECTIVE DEFENDANT’S NAME] LETTER OF CLAIM [We write further to our letter dated [insert date of previous correspondence, if any]]. [As you know, we OR We] act on behalf of [insert client’s full name/company name], whose address is [insert full address]. This is our client’s letter of claim sent in accordance with the Practice Direction Pre-Action Conduct and Protocols of the Civil Procedure Rules (the ‘Practice Direction’), a copy of which is enclosed for your ease of reference. We draw your attention to the final section of this letter which sets out the deadline by which your response is required, and the consequences of failing to respond properly within that time. [Your client should notify their insurer...

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Is a member of an unincorporated association entitled to seek a declaration from the court as to the construction of the rules of the association and if so would the defending party be another member or committee member advocating a different construction?

Is a member of an unincorporated association entitled to seek a declaration from the court as to the construction of the rules of the association and if so would the defending party be another member or committee member advocating a different construction? An unincorporated association: • is an organisation formed when two or more persons (the members) carry on activities together for a common purpose • does not operate for the purpose of generating profit • is not a separate legal entity from its members and officers, which means that the officers and members are personally liable for the debts and obligations of the association, and • may not enter into contracts, own assets, sue or be sued in its own name The members agree how the unincorporated association is to be governed and run by creating a set of association rules, functioning in a similar way to a company’s articles of association. The relationship between members is, therefore, contractual and based on the provisions of the rules...

When can a local authority procure a different supplier to carry out works if the current provider hasn’t performed all aspects of the contract?

When can a local authority procure a different supplier to carry out works if the current provider hasn’t performed all aspects of the contract? Article 73 of Directive 2014/24/EU (the Public Contracts Directive) is implemented into English law by the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102. Article 73 of the Public Contracts Directive and PCR 2015, SI 2015/102, reg 73 provide for the situations in which a public contract may be terminated. Strictly, breach of the contract by the contractor is not one of the situations in which the contract can be terminated but it follows from ordinary principles of contract law, which are for national law, that a breach of contract may allow the innocent party to repudiate and therefore terminate the contract In that situation,

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Dispute Resolution weekly highlights—12 June 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 Civil Procedure Rule Committee minutes of 9 May 2025 and the Court of Appeal decision in Saxon Woods Investments Ltd v Costa (corporate disputes); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

Damages under the Defective Premises Act 1972—what’s recoverable? (Wilson v HB(SWA))

Construction analysis: The Technology and Construction Court (TCC) struck out several heads of claim advanced against a developer by former leaseholders of residential apartments, in a claim for defects based on breaches of duty under the Defective Premises Act 1972 and breach of leasehold covenants. The court considered that several of the alleged losses were too remote, or purely hypothetical.