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Drafting a building contract/schedule of amendments—checklist

Drafting a building contract/schedule of amendments—checklist Once the procurement route and form of building contract has been selected (see Practice Note: Choosing the right procurement method—construction projects) the employer should consider the following matters and incorporate the appropriate drafting in the building contract particulars and schedule of amendments. This Checklist assumes that the parties are using a standard form of building contract, such as a JCT form, and that the employer is proposing the first draft including the completed contract particulars and a schedule of amendments, which amends the standard terms. This list is not exhaustive, however, and there may be other project specific matters/risks that need to be taken into account: Contractual matters • Carry out due diligence on the contractor The employer needs to carry out due diligence on the contractor at the outset to determine whether its financial position is acceptable. Confirm the contractor’s company number and name at Companies House. • Obtain consultants’ details Confirm the full details of the consultants engaged by the employer; some...

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Funding an employee benefit trust

Funding an employee benefit trust This Practice Note covers the following issues in relation to the funding of an employee benefit trust (EBT): • practical aspects of funding an EBT • financial assistance—the background • financial assistance—the current position • relevance of financial assistance to EBTs • financial assistance—exemptions • the employees’ shares scheme exemption • consequences of non-compliance of the financial assistance provisions • tax implications for close companies which fund EBTs, and • corporation tax relief in respect of EBT funding Practical aspects of funding an EBT When an EBT is first set up, it needs to be provided with initial financing, as a trust cannot exist without initial trust assets. It is common for a nominal amount, for example £100, to be settled on the trustee in order to establish the EBT (for further details, see Practice Note: Setting up an EBT). However, after the EBT has established, other funding can be provided. This may be by way of: • voluntary contribution • loan...

Comparing UK and US secondary debt trading markets, with particular reference to the LMA v LSTA recommended terms for secondary trading

Comparing UK and US secondary debt trading markets, with particular reference to the LMA v LSTA recommended terms for secondary trading The UK and US secondary (private) debt trading markets are very similar when transacted on the suite of documents issued by the Loan Market Association (LMA) in the UK and by the Loan Syndications and Trading Association (LSTA) in the US. For more information on the documentation, terms and mechanics for LMA secondary debt trades, see Practice Notes: • Overview of the key documentation in a typical secondary debt trade • Secondary debt trading—timeline of a typical trade • Secondary debt trading—completing the trade confirmation, and • Key provisions in the LMA standard terms and conditions for secondary debt trading Historically, there has been a great deal of convergence between the two debt-trading regimes and conventions so that in most salient respects they are substantially similar. Nonetheless, the two-debt trading regimes and conventions contain some material differences as noted below. Governing law and legal...

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Teaming agreement—short form

Teaming agreement—short form This Agreement is made on [date] Parties 1 [Insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Party 1); and 2 [Insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Party 2) Each of Party 1 and Party 2 being a party and together the parties. BACKGROUND (A) Party 1 provides [insert description of goods and/or services]. (B) Party 2 provides [insert description of goods and/or services]. (C) The parties wish to submit a Bid as a joint tender to the Customer in response to the Invitation to Tender. (D) The parties wish to set out their obligations and regulate their rights in relation to the Bid and, if their Bid is successful, they intend to enter the Customer Contract[ and the Joint Venture Agreement] in accordance with this Agreement. The...

Process agent agreement

Process agent agreement This Agreement is made on [date] Parties 1 [insert name of Principal] [of OR a company incorporated in [insert jurisdiction] under number [insert registered number] whose registered office is at] [insert address] (Principal); and 2 [insert name of Process Agent] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Process Agent) (each of the Principal and the Process Agent being a party and together the Principal and the Process Agent are the parties). BACKGROUND The Principal wishes to appoint the Process Agent to provide the Services (as defined in clause 1) and the Process Agent has agreed to do so on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Business Day • means a day other than a Saturday, Sunday or public holiday[, on which clearing banks are open for non-automated commercial business in the [City of London]]; Commencement Date...

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Assignment and adjudication—contractor’s claim against employer’s assignee fails (Grove Construction v Bagshot Manor)

Construction analysis: The Technology and Construction Court (TCC) refused to an enforce an adjudicator’s decision, made in favour of a contractor against an assignee of the employer. The court found that the adjudicator lacked jurisdiction, because a dispute between the contractor and assignee could not be a dispute ‘under’ the construction contract. Further, the assignee was not liable for the employer’s obligations under the construction contract.