Contract law Books

Book SynopsisThe updated second edition of the practical guide to international construction contract law The revised second edition of International Construction Contract Law is a comprehensive book that offers an understanding of the legal and managerial aspects of large international construction projects. This practical resource presents an introduction to the global construction industry, reviews the basics of construction projects and examines the common risks inherent in construction projects. The author an expert in international construction contracts puts the focus on FIDIC standard forms and describes their use within various legal systems. This important text contains also a comparison of other common standard forms such as NEC, AIA and VOB, and explains how they are used in a global context. The revised edition of International Construction Contract Law offers additional vignettes on current subjects written by international panel of numerous conTable of ContentsAbout the Author xxiii Foreword xxv Svend Poulsen Acknowledgments xxvii Introductory Remarks xxix ShuiboZhang Introductory Remarks xxxi Robert Werth Introductory Remarks xxxiii Ilya Nikiforov 1 International Construction Projects 1 1.1 The unique nature of the construction industry 1 1.2 Individuality of construction projects 1 1.3 Roles and relationships 2 1.4 Contract administration 4 In-Text Vignette: Engineer’s power to re-rate due to substantial increase in BoQ quantities by Albert Yeu (Hong Kong) 10 1.5 Further important aspects of construction projects 11 1.6 Typical contractual relationships 12 In-Text Vignette: Shipping and marine construction contracts in Asia by Knut Kirkhus (Oman)12 1.7 Motivation for international business 15 In-Text Vignette: The Italian construction industry: Between past and future by SDG & Partners (Italy) 17 1.8 Managerial analysis 20 1.9 Hazards and risks 21 1.10 Hazard identification 21 1.11 Risk analysis 22 1.12 Anti-risk measures 22 1.13 Typical hazards in the international construction business 23 In-Text Vignette: Corruption on Peruvian gas pipeline contract by Enrique Moncada Alcantara (Peru) 24 In-Text Vignette: Anticorruption and construction contract law by Enrique Moncada Alcantara (Peru) 27 In-Text Vignette: Indian law by C.K. Nandakumar and Rishabh Raheja (India) 33 1.14 Risk allocation in contracts 35 In-Text Vignette: Wrongforms of contract by James Bremen (UK) 36 In-Text Vignette: The importance of early analysis of risk, knowledge of efficient risk allocation and right choice of delivery method by Conor Mooney (France) 36 1.15 Form of Business Organization 42 In-Text Vignette: To deal with subcontracts in international construction projects by Giuseppe Broccoli and Fabio Zanchi (Italy) 42 In-Text Vignette: Interface agreements between subcontractors by Bernd Ehle and Sam Moss (Switzerland) 48 2 Civil Law and Common Law 55 2.1 Specifics of the governing law 55 2.2 Common law versus civil law: Differences and interconnections 55 In-Text Vignette: The common law of Australia and the influence of statutory law by Donald Charrett (Australia) 57 2.3 Delay damages (liquidated damages) versus contractual penalty 59 In-Text Vignette: The use of liquidated damages in construction projects by Rob Horne (UK) 60 In-Text Vignette: Penalty clauses and liquidated damages under Brazilian law by Thiago Fernandes Moreira and Caio Gabra (Brazil) 72 2.4 Substantial completion versus performance 76 2.5 Binding nature of adjudication awards 78 2.6 Limitation of liability 79 2.7 Lapse of claim due to its late notification (time bars) 79 2.8 Allocation of unforeseeable and uncontrollable risk to the contractor 80 2.9 Contract administration (the Engineer’s neutrality and duty to certify) 90 2.10 Termination in convenience 90 In-Text Vignette: Isan employer in breach of contract prevented from terminating the contract for its convenience? by Cecilia Misu (Germany) 91 2.11 Time-related issues 93 2.12 Quantification of claims 94 2.13 Statutory defects liability 95 2.14 Performance responsibility: Reasonable skill and care versus fitness for purpose 95 2.15 Common law, civil law, and Sharia interconnections 96 In-Text Vignette: Considerations for the construction of offshore oil and gas structures in the Middle East by Faisal Attia and Fernando Ortega (Qatar) 97 3 Common Delivery Methods 102 3.1 Common delivery methods: Main features 102 3.2 General contracting 104 3.3 Design-build 105 In-Text Vignette: Dutch design and construct of infrastructural projects in complex environments by Joost Merema (the Netherlands) 109 In-Text Vignette: Best value in the Netherlands by J.N. (Jaap) de Koning (the Netherlands) 126 In-Text Vignette: Concern over increasing adoption of design build for infrastructure works—JICA funding projects by Takashi Okamoto (Japan) 128 3.4 Construction management 131 In-Text Vignette: Interface management and interface agreements by Zachary Ferreira (the United States) and Alex Blomfield (UK) 132 3.5 Multiple-prime contracts 138 3.6 Partnering 138 In-Text Vignette: Integrated project delivery—“Collaborate rather than litigate” by Edward J. (“Ned”) Parrott (the United States) 139 3.7 Alliancing 140 In-Text Vignette: Targetprice and early risk identification/management: London 2012 Olympics by Klaus Grewe (UK) 140 3.8 Extended delivery methods (PPP, BOT, DBO) 143 In-Text Vignette: Public-private partnerships by Steven Van Garsse (Belgium) 144 In-Text Vignette: Infrastructure through public-private partnerships in the Philippines by Aris L. Gulapa and Dan Kevin C. Mandocdoc (the Phillipines) 146 3.9 Further aspects of delivery methods 153 In-Text Vignette: BIM—The way forward? by Christopher Miers (UK) 156 In-Text Vignette: Developments in BIM application: Legal aspects by Joost Merema (the Netherlands) 159 In-Text Vignette: BIM: A superior approach for infrastructure construction by Josef Žák (the Czech Republic) 166 4 Specifics of EPC and EPCM 172 4.1 EPC and EPCM 172 4.2 Engineer procure construct (EPC) 172 In-Text Vignette: The employer’s pitfall in the use of FIDIC conditions of contract for the EPC/turnkey projects (Silver book) in Indonesia by Sarwono Hardjomuljadi (Indonesia) 175 4.3 Bespoke EPC contracts 177 In-Text Vignette: Mitigating the risk of delays in power plant projects: An EPC contractor’s view on different contractual concepts by Jacob C. Jørgensen (Denmark) 178 4.4 Turnkey EPC contracts 185 In-Text Vignette: Water treatment wind farm, and road construction projects in Asian and African countries by Stéphane Giraud (France) 186 4.5 Front end engineering design 188 In-Text Vignette: Key issues in the procurement of international hydropower construction contracts by Alex Blomfield (UK) 189 4.6 Engineer procure construction management (EPCM) 192 In-Text Vignette: The use of the EPCM delivery method in the mining industry by Mark Berry (UK) and Matthew Hardwick (UK) 195 4.7 EPC versus EPCM 200 In-Text Vignette: Offshore construction by Fernando Ortega (Qatar) 202 5 Unification and Standardization in International Construction 215 5.1 Unification of contracts 215 5.2 Unification per law, principles, and sample documents 215 In-Text Vignette: Resolving construction claims under investment treaty arbitration by Fernando Ortega (Qatar) 218 5.3 Lenders and their influence on unification 220 5.4 Standard form of contract in a governing law context 222 5.5 Purpose of sample documents in construction projects 222 5.6 Standard sample forms as a source of law 224 5.7 Lex causae 224 5.8 Interpretation 225 In-Text Vignette: Inconsistency in contract documents by Patrick Kain (South Africa) 226 5.9 Trade usage and business custom 229 In-Text Vignette: A common law of construction contracts—or Vive La différence? by Donald Charrett (Australia) 230 5.10 Lex constructionis principles 232 In-Text Vignette: Contractor’s duty to mitigate delay and damages under FIDIC 1999 standard forms and in lex mercatoria by Vladimir Vencl (Serbia) 234 5.11 The use of lex constructionis 240 In-Text Vignette: Future-proofing construction contracts by Shy Jackson (UK) 240 6 Price 244 6.1 Contract price 244 In-Text Vignette: International construction measurement standards: Global consistency in cost analysis by Simon Collard (United Arab Emirates) 245 6.2 Bid pricing methods 247 6.3 Methods of contract price determination 248 6.4 Re-measurement 249 6.5 The lump sum 252 6.6 Cost plus 252 6.7 Guaranteed maximum price 253 6.8 Target price 253 6.9 Payment 254 In-Text Vignette: Taxation in international construction contracts by Alex Blomfield (UK) 255 In-Text Vignette: Managing the risk of non-payment by Sean Sullivan Gibbs (UK) 257 6.10 Contract price under FIDIC forms 261 6.11 Cost overruns 263 6.12 Abnormally low tender (ALT) 264 In-Text Vignette: Best value approach in the Netherlands by Wiebe Witteveen (the Netherlands) 265 6.13 Claims as part of contract price 273 6.14 Public procurement law limitations 273 In-Text Vignette: A concept of variation in a construction contract under Polish public procurement by Michał Skorupski (Poland) 275 7 Time 280 7.1 Time in construction 280 7.2 Delay 280 7.3 The United Kingdom Society of construction law delay and disruption protocol 282 7.4 Time program 283 7.5 Ownership of floats 285 In-Text Vignette: Time extension and float ownership under the FIDIC Red and Yellow Books (1999) by Frank Thomas (France) 285 7.6 Time at large and extension of time (EOT) 298 7.7 Concurrent delay 300 In-Text Vignette: Delay clauses in different jurisdictions by Jacob C. Jørgensen (Denmark) 301 7.8 Disruption 302 7.9 Time for completion under FIDIC forms 303 7.10 Time program under FIDIC forms 304 In-Text Vignette: A lack of realism in negotiations by James Bremen (UK) 306 7.11 Delay and suspension under FIDIC forms 306 7.12 Contract termination under FIDIC forms 309 8 Variations 313 8.1 Variation clauses 313 8.2 Variations under FIDIC forms 315 In-Text Vignette: Sub-Clause 13.2 value engineering under the FIDIC forms by Manuel Conthe (Spain) 316 8.3 Claims related to variations 319 In-Text Vignette: The nightmare of valuing omissions by Aymen K. Masadeh and Remon Farag (UAE) 321 8.4 Acceleration 329 In-Text Vignette: Drafting acceleration agreements by Alan Whaley (UK) 333 In-Text Vignette: The U.S. approach to constructive acceleration by Robert A. Rubin and Sarah Biser (the United States) 336 In-Text Vignette: Constructive acceleration claims: A common law perspective by Alan Whaley (UK) 339 8.5 Proving the acceleration claim 340 8.6 Substantial change 342 In-Text Vignette: Modification of contracts during their execution under EU law by Odysseas P. Michaelides (Cyprus) 343 In-Text Vignette: ITER—An International project for the construction of a first-of-a-kind fusion nuclear installation under the FIDIC forms by Karoly Tamas Olajos (France) 347 9 Claims 364 9.1 Claims 364 In-Text Vignette: Claims caused by deficiencies in tender documents by James Bremen (UK) 368 9.2 Contractor’s claims under FIDIC forms 368 9.3 Employer’s claims under FIDIC forms 369 In-Text Vignette: Employer’s notices by Victoria Tyson (UK) 369 In-Text Vignette: Claims in the St. Petersburg flood protection barrier construction by Aleksei Kuzmin (Russia) 373 9.4 Lapse of claim 377 9.5 Cause of the claim 378 9.6 Limits of the lapse of claim 379 In-Text Vignette: Construction claims in the UK by Garry Kitt (UK) 381 In-Text Vignette: Condition precedent and time-barred claims under Polish law by Michał Skorupski (Poland) 383 In-Text Vignette: Australian position on time bars by Andrew P. Downie (Australia) 385 In-Text Vignette: Timebars under Kuwaiti law by Dina Al Ansary (Kuwait) 392 10 Claim Management 395 10.1 Claim management 395 10.2 Claims for extension of time (EOT) 396 10.3 Claims for additional payment 398 10.4 Claims resulting from delay and/or disruption under the provisions of the contract 399 In-Text Vignette: Considerations related to site overhead claims by Gary Kitt (UK) 400 In-Text Vignette: Head office overhead claims under FDIC contracts by Alan Whaley (UK) 410 In-Text Vignette: Calculation and recovery of home/head office overhead in North America by James G. Zack (the United States) 412 10.5 Claims resulting from governing law 424 10.6 Global claims 425 In-Text Vignette: All global claims are not negatively “global”! by Frank Thomas (France) 428 10.7 Contractor’s claim management under FIDIC forms 429 10.8 Employer’s claim management under FIDIC forms 431 10.9 Intercultural aspects 432 In-Text Vignette: “Claim” as perceived in the Polish civil law environment by Michał Skorupski (Poland) 434 10.10 Claim management implementation 436 In-Text Vignette: Claims in a tunnel construction in the Republic of Serbia by Radim Wrana (the Czech Republic) 437 In-Text Vignette: The evolution of contractor’s claims in Peru/South America by Jerry Pessah (Peru) 438 11 Construction Dispute Boards 442 11.1 Construction disputes 442 In-Text Vignette: Construction dispute in sheet metal galvanizing line project by Patrick Kain (South Africa) 442 11.2 Dispute boards 444 In-Text Vignette: Project dispute avoidance by Christopher J. Mather (the United States) 445 In-Text Vignette: Dispute resolution boards: The long-term experience from the United States by Robert A. Rubin (the United States) 451 11.3 Contractual adjudication: The use of DAB in FIDIC forms 454 In-Text Vignette: Construction disputes in Ukraine by Roger Ribeiro and Yaryna Bakhovska (Ukraine) 457 11.4 Enforcement of dispute board decisions 464 In-Text Vignette: The Persero proceedings and the issue of the enforcement of a non-final DAB decision under the FIDIC conditions by David Brown (UK) 469 11.5 Statutory adjudication 471 In-Text Vignette: Statutory adjudication by Nigel Grout (UK) 471 In-Text Vignette: Settling construction disputes in Hungary by Tamás Balázs (Hungary) 474 In-Text Vignette: Statutory adjudication in Australia by Donald Charrett (Australia) 475 In-Text Vignette: Statutory adjudication in Malaysia by Albert Yeu (Hong Kong) 481 12 FIDIC 485 12.1 FIDIC expansion 485 In-Text Vignette: Using translated texts in FIDIC contracts: The Spanish case by Ignacio de Almagro (Spain) 485 12.2 FIDIC 487 12.3 FIDIC’s influence on the construction industry 488 12.4 FIDIC membership 488 12.5 Networking activities 489 In-Text Vignette: The use of FIDIC forms in Russia by Dmitry Nekrestyanov (Russia) 492 In-Text Vignette: The use of FIDIC forms in Brazil by Rafael Marinangelo (Brazil) 493 In-Text Vignette: The use of FIDIC Forms within the construction contract law of Turkey by Yasemin Çetinel (Turkey) 493 In-Text Vignette: The use of FIDIC forms in Azerbaijan by Farid Nabili (Azerbaijan) 502 In-Text Vignette: The use of FIDIC forms in Nigeria by Marc J. Enenkel (Germany) 505 In-Text Vignette: The use of FIDIC forms in Ukraine by Svitlana Teush (Ukraine) 507 In-Text Vignette: The use of FIDIC forms in Vietnam by David Lockwood (Vietnam) 513 In-Text Vignette: The use of FIDIC forms in Kazakhstan by Artyushenko Andrey (Kazakhstan) 517 12.6 FIDIC forms of contract 522 In-Text Vignette: Journey to the “kitchen” of FIDIC: How FIDIC publications are produced by Husni Madi (Jordan) 524 12.7 The structure of the contract under FIDIC forms 527 12.8 Conditions of contract for construction (CONS)—1999 Red Book 530 In-Text Vignette: Misapplications of FIDIC contracts in the United Arab Emirates by Kamal Adnan Malas (United Arab Emirates) 531 12.9 Conditions of contract for plant and design-build (P&DB)—1999 Yellow Book 535 12.10 Conditions of contract for EPC/Turnkey projects (EPC)—1999 Silver Book 536 12.11 Short form of contract—Green Book 537 12.12 Construction subcontract 537 12.13 Conditions of contract for design, build, and operate (DBO)—Gold Book 538 In-Text Vignette: The 2017 updates of the 1999 FIDIC forms of contracts (Red, Yellow, and Silver Books) by Zoltán Záhonyi (Hungary) 541 12.14 Other FIDIC standard forms 547 In-Text Vignette: FIDIC suite of consultant agreements by Vincent Leloup (France) 547 In-Text Vignette: The use of FIDIC contracts by the mining industry in Africa by Coenraad Snyman (South Africa) 551 12.15 Risk allocation under FIDIC forms 553 In-Text Vignette: China’s standard form of construction contract in comparison with FIDIC forms by Shuibo Zhang (China) 556 In-Text Vignette: Explanation of FIDIC EPC risk allocation by FIDIC 561 In-Text Vignette: The FIDIC golden principles—A new approach to discouraging inappropriate amendments to standard form contracts by Donald Charrett (Australia) 563 12.16 Design responsibility under FIDIC forms 566 In-Text Vignette: Design Liability: risk share, conflicts and a little bit of common sense? by Cecilia Misu (Germany) 568 13 Other Standard Forms of Construction Contracts: NEC, ICC, ENNA, IChemE, Orgalime, AIA, VOB 580 13.1 Common standard forms of construction contracts 580 13.2 The NEC (New Engineering Contract) 580 In-Text Vignette: The NEC form of contract—ready for the international market by Rob Horne (UK) 585 13.3 FIDIC forms versus NEC3 594 13.4 ICC forms of contract 597 13.5 ENAA forms of contract 597 13.6 IChemE forms of contract 598 13.7 Orgalime forms of contract 599 13.8 Standard forms of construction contracts in the Czech Republic 600 In-Text Vignette: United States standard form contracts by Edward J. (“Ned”) Parrott (the United States) 602 13.9 VOB: German standard 607 13.10 Invalid clauses in German case law 613 In-Text Vignette: The standard forms of construction contract in Australia by John Sharkey (Australia) 614 In-Text Vignette: Construction contracts in the Republic of Ireland by Arran Dowling-Hussey (Ireland) 617 14 Risk and Insurance 623 14.1 Insurance in construction 623 14.2 Commercial risk, risk of damage, and exceptional risk 624 In-Text Vignette: Weather risk in offshore wind construction contracts by Alex Blomfield (UK) 627 14.3 Risk management in the standard forms of contract 630 14.4 Hazards and risks in construction projects 632 In-Text Vignette: The difficulties connected to construction risk quantification by Dejan Makovšek(France) 635 14.5 Insurance requirements in standard forms of contract 640 In-Text Vignette: Professional indemnity insurance under the FIDIC yellow book by Richard Krammer (Austria) 642 In-Text Vignette: Insurance in hydropower projects by Alex Blomfield (UK) 651 14.6 Practical aspects of insurance in construction projects 652 In-Text Vignette: Incompatibility of the construction contract with the insurance contract by Karel Fabich (the Czech Republic) 655 14.7 International insurance law and insurance standards in the construction industry 655 In-Text Vignette: Construction/erection all risk insurance in the offshore wind industry by Gregory Efthimiu (Germany) 658 15 Risk in Underground Construction 664 15.1 Underground construction hazards and risks 664 15.2 Code of practice for risk management of tunnel works 665 15.3 Alternatives of unforeseeable physical conditions risk allocation 667 In-Text Vignette: Geotechnical baseline reports as a risk management tool by Randall J. Essex (the United States) 668 In-Text Vignette: Geotechnical baseline used in contractor’s bid by Michal Uhrin (the Czech Republic) 679 15.4 Unforeseeability 684 15.5 “Unforeseeability” according to FIDIC forms 684 15.6 Site data 686 In-Text Vignette: Water-related construction projects by Robert Werth(Germany) 689 15.7 Sufficiency of the accepted contract amount 691 15.8 Unforeseeable physical conditions 692 In-Text Vignette: Ground conditions risk in an EPC contract for a gas treatment plant by Cristina Della Moretta (Italy) 693 15.9 Unforeseeable operation of the forces of nature 697 In-Text Vignette: Clairvoyance: A contractor’s duty? by Gustavo Paredes and Katherine Waidhofer (Peru) 697 15.10 Force majeure 700 15.11 Release from performance under law 701 16 Securities 703 16.1 Securities in construction 703 16.2 Bank guarantees 704 16.3 Functions and parameters of bank guarantees 704 16.4 Specifics of retention guarantee 706 In-Text Vignette: Performance security and termination payment security in hydropower projects by Alex Blomfield (UK) 708 16.5 Governing law 709 In-Text Vignette: Common law specifics related to securities by Rupert Choat and Aidan Steensma (UK) 710 16.6 ICC rules related to securities 712 16.7 Suretyship 712 16.8 Stand-by letter of credit 713 16.9 Securities under FIDIC forms 714 17 Civil Engineering Works: Infrastructure Construction Projects 716 17.1 Investments in developing countries 716 17.2 The approach to the risk allocation in the United States 717 17.3 The approach to the risk allocation in the United Kingdom 719 In-Text Vignette: Construction of airports by Patrick Kain (South Africa) 720 17.4 The approach to the risk allocation in Central and Eastern Europe 722 In-Text Vignette: The Romanian experience by Claudia Teodorescu (Romania) 725 17.5 The Polish experience 731 In-Text Vignette: FIDIC Forms and contractual relationships in Poland by Aleksandra Marzec (Poland) 731 In-Text Vignette: Market environment prior to and after 2008: The need for change in procurement by Michał Skorupski (Poland) 734 In-Text Vignette: Claims considerations by Aleksandra Marzec (Poland) 740 In-Text Vignette: Contractor defense measures by Michał Skorupski (Poland) 745 17.6 The Czech experience 748 In-Text Vignette: Local limits for development: An interview with Shy Jackson (UK) by Lukas Klee (the Czech Republic) 750 18 Building Construction: Health Care Facilities 756 18.1 Health care facility construction project 756 18.2 Pre-design planning phase 756 18.3 Design phase 757 18.4 Basic structure of a hospital 758 18.5 Efficiency and cost effectiveness 758 18.6 Flexibility and expandability 759 18.7 Therapeutic environment 759 18.8 Cleaning and maintenance 759 18.9 Controlled circulation and accessibility 760 18.10 Aesthetics 760 18.11 Health and safety 761 18.12 Use of information technology 761 18.13 Relevant regulations and standards 761 18.14 Health care facility construction project: Suitable delivery method 762 Appendix A: Interactive Exercises 766 A.1 Interactive exercise 1: Delivery method selection 766 A.1.1 Task 766 A.2 Interactive exercise 2: Claim for delayed site handover 767 A.2.1 Task 767 A.2.2 Time schedule (program) 768 A.2.3 Site handover procedure 768 A.2.4 Mobilization 768 A.2.5 Acceleration 768 A.2.6 Claims 768 A.3 Interactive exercise 3: Claim due to suspension of work 769 A.3.1 Task 769 A.3.2 Suspension 769 A.3.3 Mobilization 769 A.3.4 Claims 770 A.4 Interactive exercise 4: Subcontractor claim for contractor delay (lack of cooperation, inadequate on-site coordination and improper, unclear, and delayed instructions) 770 A.4.1 Task 770 A.4.2 Fact 1—Lack of cooperation 771 A.4.3 Fact 2—Inadequate on-site coordination 771 A.4.4 Fact 3—Improper, unclear, and delayed instructions 771 Appendix B: Sample Letters (Examples of Formal Notices) 772 Appendix C: Dictionary of Construction Terms: English, German, French, Hungarian, Czech, Russian, Polish, Spanish, Portuguese and Chinese 791 C.1 Dictionary—General part 792 C.2 Dictionary—Contractor’s claims 800 C.3 Dictionary—Employer’s claims 804 Appendix D: Claim Management System under FIDIC Forms 807 D.1 Claim management team responsibilities 807 D.1.1 E1—Project manager 807 D.1.2 E2—Design and time schedule (program) 808 D.1.3 E3—Site manager 808 D.1.4 E4—Contract interpretation, monthly statements, invoicing, insurance, subcontractors, employer’s claims, mutual claims in a joint venture 809 D.1.5 E5—Administrative support 809 D.2 Claim management processes 810 D.3 Table of contractor’s claims under FIDIC CONS 811 D.4 Table of employer’s claims under FIDIC CONS 811 Appendix E: FIDIC Forms Risk Allocation Charts 813 E.1 Chart No.1: Basic risk allocation alternatives in connection with unforeseeable physical conditions 813 E.2 Chart No. 2: Basic comparison of risk allocation (claims options) in FIDIC CONS/1999 red book, P&DB/1999 yellow book, and EPC/1999 silver book 813 Index 817

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Book SynopsisProvides construction industry professionals with a practical and detailed guide to the NEC4 contract The NEC contract takes a collaborative, project management based approach to construction projects, which is very different to the other standard forms of construction contract. This new edition of the book covers all changes in the 4th Edition of the Engineering and Construction Contract, issued in June 2017, and will provide practical guidance to help users transitioning from NEC3 to NEC4. Inside A Practical Guide to the NEC4 Engineering and Construction Contract, readers will find chapters on the background of the NECECC; contract data and other documents; thespirit of mutual trust'; all of the individuals involved in the process (eg: project managers, clients, supervisors, subcontractors, etc.); communication issues, early warnings and other matters; quality management; titles; dealing with timing; payment processes; cost components; compensation procedures and assessments; dealingTable of Contents1 Introduction 1 1.1 General 1 1.2 Mechanics not law 2 1.3 A simple formula for understanding a contract 3 1.4 Mandatory or discretionary 4 1.5 Conditions precedent 4 1.6 Note on use of uppercase in keywords and phrases 5 2 Background to the NECECC 7 2.1 The background: First edition 7 2.2 The second edition 8 2.3 The third edition 9 2.4 The third edition (reprinted) 9 2.5 The fourth edition 9 2.6 Endorsement of NEC3 by the Office of Government Commerce 10 2.7 Endorsement by the Development Bureau, HKSAR Government 11 2.8 General philosophy: Aims and objectives 12 2.9 Flexibility 12 2.10 Clarity and simplicity 13 2.11 Stimulus to good management 14 2.12 Other characteristics 15 3 The Options: An Overview 17 3.1 General arrangement of the ECC 17 3.2 Other documents referred to 19 3.3 Contract Data 20 3.4 The published documents 20 3.5 Main Options: General outline 21 4 Spirit of Mutual Trust and Cooperation 25 4.1 Introduction 25 4.2 The clauses 25 4.3 What does it mean? 27 4.4 Practical issues 28 5 The Cast of Characters 33 5.1 Introduction 33 5.2 The Client 33 5.3 The Project Manager 35 5.4 The Supervisor 38 5.5 The Contractor 38 5.6 The Senior Representatives 39 5.7 The Adjudicator 40 5.8 The Tribunal 41 5.9 The Dispute Avoidance Board 41 5.10 Subcontractors 42 5.11 ‘Others’ 42 5.12 Named Suppliers 43 5.13 Designers 43 5.14 Principal Designer 44 5.15 Principal Contractor 45 5.16 Practical issues 45 6 Communications, Early Warnings and other General Matters 47 6.1 Introduction 47 6.2 Communications:The clause 47 6.3 Communications: Practical issues 49 6.4 Early warnings: The clause 51 6.5 Early warnings: Practical issues 53 6.6 Other matters:The clauses 55 6.7 Other matters: Practical issues 59 7 The Contractor’s Main Responsibilities 61 7.1 Introduction 61 7.2 Providing theWorks 61 7.3 Contractor’s design 62 7.4 Information modelling 66 7.5 Other matters 68 7.6 Practical issues 72 8 Subcontracting 75 8.1 Introduction 75 8.2 Definition of a Subcontractor 75 8.3 The core clauses 76 8.4 Provisions in the Main Options 76 8.5 Practical issues 77 8.6 Options for forms of subcontract in the NEC4 family 78 9 Quality Management 81 9.1 Introduction 81 9.2 Quality management system 81 9.3 Tests and inspections 82 9.4 What is a Defect? 84 9.5 The Defect procedure 84 9.6 The Defects Certificate 86 9.7 Uncorrected Defects 87 9.8 Practical issues 87 10 Title 91 10.1 Introduction 91 10.2 The core clauses 91 10.3 Practical issues 92 11 Liabilities and Insurance 95 11.1 Introduction 95 11.2 The core clauses 95 11.3 Secondary options 98 11.4 Practical issues 99 12 Time 101 12.1 Introduction 101 12.2 The programme: Contents 102 12.3 The programme: Submitting, accepting and revising 107 12.4 The programme: Practical issues 110 12.5 Starting and finishing 118 12.6 Other matters 121 12.7 Secondary Options related to Time 124 12.8 Practical issues 126 13 Payment 131 13.1 Introduction 131 13.2 The payment process 131 13.3 Payments in multiple currencies 134 13.4 Interim payments – The amount due and the Price for Work Done to Date 135 13.5 Supporting documents and records 145 13.6 Final assessment 148 13.7 The Contractor’s share 150 13.8 The Contractor’s share: Practical issues 152 13.9 Special provisions for the United Kingdom 153 13.10 Related Secondary Options 157 13.11 Practical issues 162 14 The Schedules of Cost Components 169 14.1 Introduction 169 14.2 The Schedule of Cost Components 169 14.3 The Short Schedule of Cost Components 174 14.4 Application to Subcontractors 175 14.5 Practical issues 176 15 Compensation Events:Theory and Events 179 15.1 Introduction 179 15.2 The theory 179 15.3 The events 181 15.4 Practical issues 196 16 Compensation Events: Procedures 199 16.1 Introduction 199 16.2 Notification by the Project Manager 200 16.3 Notification by the Contractor and the Project Manager’s reply 203 16.4 Other matters associated with notifying compensation events 206 16.5 Quotations: Substance 208 16.6 Quotations: Submission and reply 210 16.7 Assessments by the Project Manager 215 16.8 Proposed instructions 217 16.9 Implementing compensation events 218 16.10 Practical issues 219 17 Compensation Events: Assessment 227 17.1 Introduction 227 17.2 Changes to the Prices 228 17.3 Changes to the Completion Date and Any Key Dates 232 17.4 Project Manager’s assumptions 234 17.5 Other related matters 236 17.6 Practical issues 238 18 Termination 243 18.1 Introduction 243 18.2 Reasons for termination 243 18.3 Secondary Option X11 247 18.4 Implementing termination 248 18.5 Procedures after termination 248 18.6 Assessing the amount due after termination 250 18.7 Practical issues 252 19 Resolving and Avoiding Disputes 255 19.1 Introduction 255 19.2 Option W1 256 19.3 Option W2 261 19.4 Option W3 267 19.5 Practical issues 270 20 Secondary Options 273 20.1 Introduction 273 20.2 X2: Changes in the law 273 20.3 X4: Ultimate holding company guarantee 274 20.4 X12: Multiparty Collaboration 274 20.5 X13: Performance bond 279 20.6 X17: Low performance damages 280 20.7 X18: Limitation of liability 280 20.8 X20: Key Performance Indicators 281 20.9 X21:Whole Life Cost 282 20.10 X22: Early Contractor Involvement 283 20.11 Y(UK)3:The Contracts (Rights ofThird Parties) Act 1999 288 20.12 Z: Additional conditions of contract 288 20.13 Practical issues 289 21 Completing the Contract Data 291 21.1 Introduction 291 21.2 Purpose and form of the Contract Data 291 21.3 Contract Data Part One 292 21.4 Contract Data Part Two 304 21.5 Practical issues 309 22 The Supporting Documents: Need and Content 311 22.1 Introduction 311 22.2 Scope 312 22.3 Site Information 324 22.4 Practical issues 325 Bibliography 329 Appendix 1 Tables of Clause Numbers, Case Lawand Statutes 331 Appendix 2 Tables of Client’s, Project Manager’s, Supervisor’s, Contractor’s, Senior Representatives, Adjudicator’s, Dispute Avoidance Board and Tribunals Actions 341 Appendix 3 Tables of Communication Forms and Their Uses 379

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Book SynopsisGood Faith and Insurance Contracts sets out an exhaustive analysis of the law concerning the duty of utmost good faith, as applied to insurance contracts. Now in its fourth edition, it has been updated to address the arrival of the Insurance Act 2015, as well as any references to new case law. In addition, it synthesises all known judicial decisions by the English Courts concerning good faith in this area.This book is still the only text devoted to a discussion of the duty of utmost good faith applicable to insurance contracts. As good faith is an issue which arises in respect of all insurance contracts, it is a book which will be extremely useful to lawyers involved in insurance as well as insurance practitioners. Table of Contents The insurance contract uberrimae fidei Other contracts of the utmost good faith The nature of the duty of the utmost good faith The source of the duty of utmost good faith Law reform Legislation affecting the duty of good faith The assured’s duty of the fair presentation of the risk at placing The exceptions to the duty of disclosure at placing Modification of the duty of disclosure at placing The post-contractual duty of good faith The assured’s duty of utmost good faith and claims The insurer’s duty Third parties Materiality and inducement Examples of material facts Remedies The loss of the insurer’s right to exercise a remedy or to rely upon a breach of warranty Evidence: Proving a breach of duty or a defence

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Book SynopsisThe language of duress and necessity is found in crime, tort and contract. This book explores those pleas, in both case law and theory, across the subject boundaries, and across jurisdictions. In doing so, it seeks to identify the lessons which each area of law can learn from the others, and to tease out common themes while demarcating important differences. The overall outcome is a law more coherent and understood in sharper detail.This book considers the law of England and Wales, Australia, New Zealand, Hong Kong and Canada, as well as the American tortious defence of necessity.Table of ContentsPROLOGUEComparative lawMethodologyCHAPTER 1 – TORT: INTIMIDATION AND DURESS BY THREATS1.1 Intimidation: English case law1.2 New Zealand case law1.3 Australian case law1.4 Canadian case law1.5 Hong Kong case law1.6 Intimidation and three-party cases1.7 The rationale for a tort of intimidation1.8 Unlawful acts1.9 Threatened breach of contract1.10 Threats of lawful action1.11 Defence of justification1.12 Duress by threats as a tortious defence1.13 ConclusionsCHAPTER 2 – CONTRACT: NECESSITY AND UNCONSCIONABLE BARGAIN2.1 English case law2.2 Australian case law2.3 New Zealand case law2.4 Hong Kong case law2.5 Canadian case law2.6 The rationale for unconscionable bargain2.7 The boundaries of unconscionable bargain2.8 ConclusionsCHAPTER 3 – CONTRACT: DURESS3.1 The test for contractual duress3.2 Threats to breach contract3.3 Lawful act duress3.4 Threats of prosecution and litigation3.5 Causation, and burden of proof3.6 Australian case law3.7 New Zealand case law3.8 Hong Kong case law3.9 Canadian case law3.10 The rationale for contractual duress3.11 The relationship with undue influence3.12 ConclusionsCHAPTER 4 – TORT AND CRIME: NECESSITY4.1 Private necessity in tort4.2 Private necessity in American tort law4.3 Public necessity in tort4.4 The rationale for tortious necessity4.5 Best interests intervention in crime and tort4.6 Lesser evil necessity in crime and tort4.7 ConclusionsCHAPTER 5 – CRIMINAL LAW: DURESS5.1 Types of threat5.2 Pain and internal causes5.3 Threats to whom?5.4 Perception and response5.5 Imminence and alternative action5.6 Laying oneself open to duress5.7 A defence to which crimes?5.8 Canadian law5.9 New Zealand law5.10 Australian law5.11 The rationale for criminal duress5.12 An objective standard?5.13 ConclusionsEPILOGUEThe language of duress and necessityAreas of overlapCase law and theory: the key detailsOverall conclusions

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Book SynopsisShip Sale and Purchase is the essential working guide for anyone involved in the business of making ship sale and purchase agreements and also in the resolution of disputes arising out of such agreements. The seventh edition of Ship Sale and Purchase contains a detailed clause-by-clause analysis of SHIPSALE 22, the new standard form Memorandum of Agreement for ship sales and purchases published by BIMCO in 2022. This clause-by-clause analysis is supplemented by commentary on the corresponding provisions of the other leading standard forms used in the global shipping markets - SALEFORM 2012 (the latest version of the longstanding standard form produced by the Norwegian Shipbrokers'' Association), SINGAPORE SHIP SALE FORM 2011 and NIPPONSALE 1999 - and the main differences between these forms and SHIPSALE 22.This edition of Ship Sale and Purchase also contains a comprehensive description of the many ways in which Table of ContentsTable Of Cases, Table Of Legislation, Foreword, Emeritus Editor’s Preface, Author’s Preface, Introduction, Part 1 - Box Format, Clause 1 - Definitions And Interpretation, Clause 2 - Sale And Purchase, Clause 3 - Subjects, Clause 4 - Purchase Price, Clause 5 - Deposit, Clause 6 - Inspection, Clause 7 - Buyers’ On-Board Representatives, Clause 8 - Inspection, Clause 9 - Dry-Dock Inspection, Clause 10 - Condition Of Vessel At Delivery, Clause 11 - Delivery Notices, Clause 12 - Vessel Delay, Clause 13 - Bunkers, Oils And Greases, Clause 14 - Payments, Clause 15 - Delivery Documents, Clause 16 - Delivery, Clause 17 - Post Delivery Obligations, Clause 18 - Sellers’ Termination Rights, Clause 19 - Buyers’ Termination Rights, Clause 20 - Total Loss, Clause 21 - Sanctions, Clause 22 - Anti-Corruption, Clause 23 - Confidentiality, Clause 24 - Notices And Communications, Clause 25 - Entire Agreement, Clause 26 - Bimco Law And Arbitration Clause 2020, Clause 27 - Bimco Electronic Signature Clause 2021, Clause 28 - Additional Clauses And Provisions, Appendix 1 – SHIPSALE 22, Appendix 2 - Saleform 2012, Appendix 3 – SSF2011, Appendix 4 – Nipponsale 1999, Appendix 5 – Barecon 2017, Appendix 6 – SHIPLEASE, Appendix 7 – LMAA Terms and Procedures 2021

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Book SynopsisThis book is a collection of original, thought-provoking essays on critical issues in contract, commercial and corporate law. It is dedicated to the memory of the late Professor Jill Poole, who inspired so many and made such important contributions to these fields of law. The essays are written by leading practitioners and academics in the field, building on Jill's work. As such this collection will be of interest and importance to professionals, academics and students in these fields of law. The Professor Jill Poole Educational Fund has been established in memory of Jill. It will be used to support undergraduate students in obtaining ''excellence scholarships'' at Aston Law School and to reward ''excellence'' at the annual law graduation ceremony. All contributions are welcome, and the royalties from this collection of essays have been donated to it.Table of Contents1. Keeping Commercial Law Up to Date 2. Examining English contract law in the light of Brexit – an end to the European dream? 3. From the 2004 Communication on European Contract to the 2015 Draft Directive on the Supply of Digital Content: harmonisation, Unification or Transformation of EU Private Law 4. Harmonization and Contract in a Globalized World 5. Integrating Remedies for Misrepresentation: Co-Ordinating a Coherent and Principled Framework 6. The Contract Formation under the Caveat Emptor Rule: Assessing its Utility 7. Consideration in the Modification of Contracts 8. Estoppel and Promises: The Importance of Coherence, Rationalisation, and Adhering to Basic Principles 9. Privity of Contract: Statutory Developments 10. Recent Developments in Illegal Contracts 11. Restraint of Trade Doctrine: A Traditional Tool Fit for the Modern Economy? 12. The Intractable Problems of Illegality and Public Policy in the Law of Contract –A Comparative Perspective 13. Director’ Financial Liabilities Standards: Opportunism and the Proper Approach to Detterence

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Book SynopsisThis book comprehensively examines the entire legal process of the international sale of goods, beginning with the creation of the contract and continuing through to either the fulfilment of the sale, or the termination of the contract.Every day goods are globally traded between sellers and buyers in different countries and different jurisdictions. The distances between the parties involved in such transactions, and the relative risks related to that, are a key issue in international commercial sales. Sales of goods carried by sea, thus, differ quite drastically from domestic sales; the goods will be normally shipped at a port very distant from the buyer, preventing his physical presence at the port of loading. Further, the goods will travel in the custody of a carrier, a party normally quite independent from either trader. Finally, transactions concluded on shipment terms are normally irreversible, in the sense that shipping the goods back to the seller represents an unlikelTable of Contents1. The Sources of Contracts Concluded on Shipment Terms 2. The Legal Nature of c.i.f and f.o.b. Contracts 3. The Creation of a Contract Concluded on Shipment Terms 4. Incorporation of Standard Terms 5. The Sale Contract and the Transport Obligations of the Seller 6. Bills of Lading and their role in Contracts Concluded on Shipment Terms 7. The Transfer of Risk 8. The Transfer of Property in Contracts concluded on Shipment terms 9. Performance of a Contract Concluded on Shipment Terms: the Sellers’ Physical Duties 10. The Seller’s Documentary Duties 11. Letters of Credit and Contracts Concluded on Shipment Terms 12. Rejection and termination of contracts concluded on shipment terms 13. The Vienna Convention on International Sale of Goods

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Book SynopsisConstruction Insurance and UK Construction Contracts has long been the premier text for legal professionals looking for a combined analysis of construction contracts and their relation to insurance law. In a new and updated third edition, this book continues to provide in-depth commentary and pragmatic advice on all the most important regulations and policies surrounding contracts and insurance in the construction industry.This book covers subjects such as: Minor, intermediate and major project construction contracts Classes of insurance contract The role of insurance brokers Risks in construction and legal liability Professional indemnity insurance and directors'' and officers'' liability insurance Bonds and insurance Latent defect insurance Property insurance Health and Safety and Construction Regulations Contract Insurance FIDIC, JCT and NEC 3 regulationsTable of Contents1. Introduction to UK Construction Industry 2. General Rules and Principles of Insurance Law 3. Legal Liability 4. A Broad Overview of Risks in Construction Projects and the Role of Insurance 5. Classes of Insurance Contract 6. Placing the Insurance 7. Appointing Insurance Brokers and the Role of Insurance Brokers 8. The Meaning of "Damage" in Policies Relating to Construction Projects 9. Liability Policies 10. Professional Indemnity Insurance and Directors' and Officers' Liability Insurance 11. Property Damage Policies 12. Latent Defect Insurance 13. Insurance Arrangements and Parties' Ability to Sue and be Sued 14. Bonds and Insurance 15. Property Insurance (Under Higher Tier Property Documents) 16. Contract Insurance Under JCT Standard Form of Building Contract 2011 17. Contract Insurance Under JCT Design and Building Contract 2011 18. Contract Insurance Under JCT Intermediate Building Contract 2011 19. Contract Insurance Under JCT Minor Works Contract 2011 20. Contract Insurance Under JCT Major Project Construction Contract 2011 21. Contract Insurance Under JCT Management Contract 2011 22. Contract Insurance Under JCT Construction Management 2011 23. Contract Insurance Under NEC 3 (2013) 24. FIDIC Conditions of Contract 25. Contract Insurance Under 1 MECH E/IEE MF/1 Contract 26. Contract Insurance Under 1 CHEM E Lump Sum Contracts 27. PFI/PPP Projects in the United Kingdom 28. Health and Safety on Construction Sites 29. Captives 30. Claims and the Third Party Rights Against Insurers Act 31. Dispute Resolution

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Book SynopsisFrances Quinn (LLB) is an award-winning journalist with a particular interest in, and experience of, the law. The late Catherine Elliott (LLB, DEA) was a qualified barrister and experienced university lecturer, who wrote extensively in the field of law. Consultant editor Stephen Bunbury is a Senior Lecturer in Law at the University of Westminster.Table of ContentsPreface Acknowledgements Table of cases Table of statutes Table of statutory instruments Table of EU legislation Introduction Part 1 The formation of a contract Offer and acceptance Certainty Intention to create legal relations Capacity Formalities Consideration Part 2 The contents of a contract Terms of the contract Unfair contract terms Part 3 Vitiating factors Misrepresentation Mistake Illegality Duress and undue influence Part 4 Third parties Third parties Part 5 discharge and remedies Discharge of contract Remedies Part 6 Consumer protection Consumer contracts Answering examination questions Glossary Index

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Book SynopsisThe Choice Theory of Contractsis an engaging landmark in law and jurisprudence that shows, for the first time, exactly why and how freedom matters to contract. This concise, readable book gives contract scholars, teachers, and students a coherent liberal account that clarifies canonical cases and solves long-standing doctrinal puzzles.Trade Review'For the past four decades contract theorists have debated the relative merits of welfarist and moral theories of contract. In The Choice Theory of Contracts, Dagan and Heller offer an imaginative and original argument that seeks to accommodate these two seemingly irreconcilable normative views. By situating contractual freedom as the foundation of both utilitarian and communitarian contract norms, Dagan and Heller seek a grand accommodation in which the state creates choice preserving defaults. In the process, they provide the uninitiated reader a lively and very accessible review of contemporary contract theories.' Alan Schwartz and Robert E. Scott, Yale Law School and Robert E. Scott, Alfred McCormack Professor, Columbia Law School'Dagan and Heller's The Choice Theory of Contracts addresses a central challenge of contract theory: the factual diversity and normative complexity of our law of contracts. The authors show the limits of leading monothetic theories, identify a set of values contract law can and should serve, and propose novel design options lawmakers might use to realize those values. The Choice Theory of Contracts is a major work, and essential reading for anyone who wants to think seriously about contemporary contract law and theory.' Gregory Klass, Georgetown University Law Center, Washington, DC'The book's argument for a free choice among a range of attractive contract types constitutes a highly innovative shift in contract theory. In doing so, it also makes an important contribution to the field, which is attractive for theorists and lawmakers on either side of the Atlantic.' Martijn Hesselink, University of Amsterdam'The Choice Theory of Contracts is an elegant and subtle book. Dagan and Heller's organizing idea - that contract law serves self-determination, but in various ways and through a range of distinctive contract types - will give the book a free-standing place in the history of legal thought; their close readings of prior work will intrigue contemporary scholars; and their vivid treatments of concrete contract types will interest and profit students.' Daniel Markovits, Yale University, Connecticut'The Choice Theory of Contracts achieves what many had assumed was impossible: a theory that defends contract law as a distinctive legal institution yet which takes as its starting point the existence of diverse modes of contracting, diverse reasons for entering contracts, and diverse justifications for legally supporting contracts. The Choice Theory is a landmark in contract scholarship.' Stephen A. Smith, McGill University, Canada'Dagan and Heller emphasize the interpersonal dimension of freedom in contractual relations. In a world where contract is ever stronger entrenched through public and private regulation, this book comes as an urgently needed reminder to the preservation of freedom of contract as a social-political project.' Hans-Wolfgang Micklitz, European University Institute, FlorenceTable of ContentsPreface; Acknowledgements; Introduction; Part I. Autonomy as a Contract Value: 1. The challenge of autonomy; 2. Promise theory; 3. Transfer theory; 4. Recovering autonomy; Part II. The Goods of Contract: 5. Utility; 6. Community; Part III. The Choice Theory of Contracts: 7. Contractual freedom; 8. How contract values relate; 9. Contract spheres; 10. Contract types; 11. Market for new types; 12. Choice theory in practice; Conclusion; Notes; Index.

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Book SynopsisThis book presents a detailed examination on the extent to which non-pecuniary damages can properly be awarded in favour of companies. Its primary focus is the jurisprudence of the European Court of Human Rights and English law, with a chapter also dedicated to comparative treatment.Trade Review'… the arguments are developed [with overall ease and simplicity] throughout the whole book. This makes Vanessa Wilcox's work, A Company's Right to Damages for Non-Pecuniary Loss, interesting and valuable for everyone who is attracted to the intricacies of the relevant areas of law and wishes to gain a better understanding of the direction of its future development.' Zlatin Zlatev, Modern Law ReviewTable of ContentsPreface; Part I. Background: 1. Introduction; 2. Corporations, damage and damages; Part II. The European Court of Human Rights: 3. Corporate rights under the ECHR; 4. EctHR's approach to corporate non-pecuniary loss; Part III. English Law: 5. Tort law and the corporation; 6. Aggravated damages for corporate victims?; 7. Attribution theory; Part IV. Comparative Analysis and Conclusion: 8. Comparative analysis; 9. Conclusion.

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Book SynopsisThis book offers a succinct account of why English contract law now faces functional and moral redundancy. It explores the diminishing role of the English common law of contract as a regulatory force in modern society, the implications of its decline and possibilities, if any, for its revival.Table of Contents1. Vanishing contract law; 2. Contract common law trends; 3. Contractualisation and the common law retreat; 4. Private ordering, regulation and contract law; 5. Contracts through the gaps; 6. Future challenges for contract law; 7. The possibility of common law revival; 8. Conclusion.

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Book SynopsisThis textbook is an engaging introduction to the more advanced writings on contract law, primarily designed to allow students to get under the skin' of the topic and begin to build their critical thinking and analysis skills. Each chapter is structured around key questions and debates that provoke deeper thought and, ultimately, a clearer understanding. This edition has been extensively rewritten to include new cases and scholarship throughout. New sections include no oral modification' clauses, substantive fairness, regulation of standard-form contracts, and remoteness of damage in contract. An excellent book for students of contract law who wish to know more, the aim of the book is not to present a complete overview of theoretical issues in contract law, but rather to illustrate the current debates which are currently going on among those working in shaping the area. The text features summaries of the views of notable experts on key topics and each chapter ends with a list of guideTable of Contents1. Formation of Contract? 2. Enforceability: Consideration, Intention and Estoppel 3. Standard Forms and Written Contracts 4. Contractual Content: Terms and Their Meaning 5. Misrepresentation and Mistake 6. Frustration 7. Inequality of Bargaining Power 8. Party-Agreed Remedies 9. Judicial Remedies: Performance, Compensation and Remoteness Appendix: Third Parties.

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Book SynopsisTable of ContentsAcknowledgments xiii About the Author xv Preface xvii Disclaimer xix Introduction xxi The Goals of This Book xxi What Are the Benefits of This Book? xxi Contractor & Owner Conventions xxii Private Contracts or Government Contracts? xxii Key Contracting Concepts xxii Two Types of Commercial Terms & Conditions xxiii The Most Important Commercial Terms & Conditions xxv The Contracting Process xxv Terms & Conditions xxv The Concept of Risk Transfer xxvi This Is a Book Developed Just for Contractors xxvii Three Final Suggestions xxvii Chapter 1: Contracts: Basic Training 1 What Is a Contract? 1 The Steps to a Contract 1 Coming to the Party? 2 The Starting Point 3 “Here’s My Proposal” 4 “Consideration,” or Something of Value 5 The “Happy Test” 5 “Can That Person Sign This Contract?” 6 Call in the Enforcer to Close the Breach! 6 A Contract Example 8 Strange Words & Long Paragraphs 10 Contracting Myths 11 Contract Negotiations 12 Chapter 2: Types & Forms of Contracts 15 Fixed Price & Fixed Schedule Contracts 16 Reimbursable Type Contracts 16 Combined Fixed Price & Reimbursable Contracts 18 Cost Plus Fee Contracts 20 Guaranteed Maximum Price Contracts 21 Target Price Contracts 21 Contracts with Performance Incentives 22 Form of Contracts 23 Some Final Contract Housekeeping— Definitions 30 Conclusion 32 Chapter 3: Scope of Work 33 The Scope of Work Matrix 37 Scoping Drawings 39 Conclusion 40 Chapter 4: Terms of Payment & Cash Flow 41 Cash Flow 42 Interest Rates 44 Periodic Progress & Milestone Payments 45 Conclusion 59 Chapter 5: The Schedule 61 Float 62 Time Is of the Essence 64 Extra Time, but No Money 66 Conclusion 68 Chapter 6: Assurances of Performance 69 Guaranties & Bonds 70 What Does “Failure to Perform” Mean? 72 What Is a Bond? 72 Forms of Assurances of Performance 73 Surety Companies 78 Some Language Considerations on Guaranties & Bonds 82 Types of Performance Assurances 82 Conclusion 101 Chapter 7: Insurance 103 What Is Insurance? 104 Claims Made vs. Occurrence 105 Types of Insurance 106 Important Issues Associated with Insurance 112 Additional Insured Status 120 Additional Insurance Basics 121 A Typical Insurance Clause in a Construction Contract 134 Safety 140 Chapter 8: Indemnity 141 Insurance & Indemnity 142 Indemnity Definitions 142 Transferring the Owner’s Risks to Contractors 143 Fairness Is Not a Consideration 143 Is an Indemnity Required in a Construction Contract? 144 Anti- Indemnity Legislation 144 Examples of Indemnification Clauses 150 Indemnification, Additional Insured Status, & Contractual Liability Insurance 157 Owners Love CLAIMS! 161 Negotiating Indemnity Clauses 162 Knock- for- Knock Indemnities 165 Conclusion 166 Chapter 9: Changes 169 Some Ground Rules 170 Protecting the Project Manager 170 Owners’ Directives 171 Constructive Changes 171 Payment for Changes 172 Sample Change Clauses 172 Major Contract Changes 178 Negotiating Change Clauses 179 Conclusion 180 Chapter 10: Disputes & Their Resolution 183 What’s a Project Manager to Do? A Short Story to Start With 183 Disputes— The Construction Contract’s Bad Actor 184 An Ounce of Prevention 186 Dispute Resolution Options 186 The Folks who Negotiate, Mediate, Arbitrate, & Litigate 188 Dispute Resolution Clauses 189 Conclusion 192 Chapter 11: Damages 193 Breach of Contract/Failure to Perform 194 Contractors’ Financial Exposure 194 Actual Damages— A Silent Risk? 194 Liquidated Damages 196 Consequential Damages 204 Conclusion 206 Chapter 12: Warranties 207 A Workable Definition of Warranty 207 Warranty Issues 208 The Uniform Commercial Code 214 When Is No Warranty Appropriate? 217 Extended Duration Warranties 219 Limiting Provisions in Warranties 221 Pass- Through Warranties 221 Latent Defects & Warranty 222 A Sample Warranty 224 Conclusion 224 Chapter 13: Termination & Suspension 227 Termination for Cause 228 Termination for Convenience 229 Suspension 232 Cancellation 236 Conclusion 236 Chapter 14: Force Majeure 239 Negotiating Clauses 239 Sample Contract Language 240 Conclusion 244 Chapter 15: Other Contract Clauses 245 Site Conditions 246 Use of Completed Portions of the Work 251 Patent Indemnity 252 Secrecy & Confidentiality Clauses & Agreements 253 Owner’s Right to Inspect 254 Independent Contractors 257 Assignment 258 Acceptance & the Punch List 260 Advance & Partial Waiver of Liens 262 Final Waiver of Liens 265 Audit Rights 268 Severability or Validity Clauses 269 Venue & Applicable Law 269 Florida Civil Code Chapter 47 Venue 270 Texas Business & Commercial Code Annotated §272.001 271 Venue and Choice of Law State Statutes 271 Contractual Rendition? 271 Changes in the Law 272 Some Interesting Clauses to Close 273 Chapter 16: A Construction Contractor’s Contract Checklist 275 Chapter 17: International Contracting 283 International Contracts 284 The U.S. Foreign Corrupt Practices Act 285 Letters of Credit 286 Split Contracts: Onshore & Offshore Contracts 288 Political, Religious, & Economic Risks 289 Overseas Private Investment Corporation (OPIC) 290 Legal Systems in Foreign Countries 290 Local Employees, Partners, & Agents 291 Offshore Companies 292 Currency Risks 293 Applicable Law 297 Joint Ventures 299 Joint Operations 299 Import & Export Considerations 300 Understanding INCOTERMS 302 The Export‐ Import Bank of the United States 305 Where to Get Some Help— Ask the U.S. Government 306 Lastly, Use the Right Paper Size! 307 Conclusion 307 Chapter 18: What’s It Take to Do Business in Southeast Asia? 309 Patience Is Golden 310 Walk the Talk 310 Time and Money 311 The US Foreign Corrupt Practices Act 312 Center for Strategic and International Studies 313 Trans Pacific Partnership (TPP) 314 Backdoor to China and India 314 SPECIAL Section— The Socialist Republic of Vietnam (Vietnam) 316 Resources for Business in Southeast Asia 317 Chapter 19: Some Final Thoughts on Negotiating Contracts 319 Why Negotiate? 320 The Concept of Standard Terms & Conditions 320 Risk Transfer Item 1: Get Rid of the Indemnity Clause! 322 Risk Transfer Item 2: Don’t Provide Additional Insured Status 323 Risk Transfer Clauses, Insurance, & Safety 323 How to Say No without Aggravating the Owner 324 The Worst Contracting Word: “Reasonable” 324 The Best Contracting Word: “Notwith- standing” 325 Win- Win & Lose- Lose in Contract Negotiations— Fairy Tales? 326 Is There a Price for Bad Commercial Terms & Conditions? 327 Terms of Payment 327 Some Tips on Successful Negotiating 328 Three First (and Final) Suggestions 328 Resources 329 Glossary 333 Index 349

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Book SynopsisThis book examines the rise of the direct-to-consumer genetic testing industry (DTC) and its use of 'wrap' contracts. It uses the example of DTC to show the challenges that disruptive technologies pose for societies and for regulation. It also uses the wrap contracts of DTC companies to explore broader issues with online contracting.

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Book SynopsisThis book presents a broad survey of standards for the judicial control of B2B contract terms in different legal systems. Each chapter analyses in great detail the regulatory framework and the general principles that govern the judicial control of B2B contracts in a specific country, in particular the relevant standards for the judicial scrutiny of clauses and the resulting legal consequences thereof. Providing first-hand information with a focus on practical relevance from authors who specialise in the judicial control of contracts in their respective legal systems, this book is of particular value for lawyers who advise their clients in international business transactions and anyone interested in comparative contract law. The list of countries includes Austria, the Czech Republic, Denmark, England, Estonia, Finland, France, Germany, Italy, the Netherlands, Poland, Portugal, Romania, Spain, Switzerland, Sweden and Taiwan.

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Book Synopsis‘…provides everything you want in a case book: a stimulating, thought-provoking and up to date account of contract law. It combines both fantastic academic commentary and superbly selected materials making it simply one of the best contract law casebooks.’ Student Law Journal This is the seventh, fully updated, edition of Professor Burrows' Casebook, offering law students the ideal way to discover and understand contract law through reading highlights from the leading cases. Designed to be used either on its own or to supplement a contract law textbook, this book covers the undergraduate contract law course in a series of clearly presented and carefully structured chapters. The author provides an expert introduction to each topic and his succinct notes and questions seek to guide students to a proper understanding of the cases. The relevant statutes are also set out along with a principled analysis of them. In addition to cross-references to further discussion in the leading textbooks, an innovative feature is the summary of leading academic articles in each chapter. The book is designed not to overwhelm students by its length but covers all aspects of the law of contract most commonly found in the undergraduate curriculum.Trade ReviewThe book covers the key cases considered in the contract law teaching syllabus. It is beneficial that the book includes background commentary on each topic which helps set the appropriate context for the cases discussed. The inclusion of a "notes and questions" section is also helpful as students can use it to test their understanding of the cases considered. For readers wishing to research a topic further, the "additional reading" section at the end of each chapter and the brief synopsis of the recommended texts are immensely helpful. -- Dr Nwanneka Ezechukwu * University of Sheffield *Excellent casebook on contract law. Clear and well written. Covers key authorities. Recommended for undergraduates. -- Dr Saba Navid * University of Bristol *This book is one of the most valuable I know on English Contract Law. It provides both a clear presentation of the subject-matter and a thorough analysis of essential cases. Indispensable for anyone interested in English Contract Law. -- Pascal Pichonnaz * University of Fribourg *The book provides students…with clear information about contracts and their implications on the relationship between the parties. Thus, it is essential for students to digest before moving to other parts of the module which are based on those principles and theorems. -- Jens Krebs * University of Portsmouth *Table of ContentsSummary of Contents PART ONE: THE FORMATION OF A CONTRACT 1. OFFER AND ACCEPTANCE 1. Introduction 2. Offers and Invitations to Treat 3. Acceptance 4. Termination of an Offer 5. Problematic Offer and Acceptance 2. CERTAINTY AND INTENTION TO CREATE LEGAL RELATIONS 1. Certainty 2. Intention to Create Legal Relations 3. CONSIDERATION AND PROMISSORY ESTOPPEL 1. Consideration 2. Promissory Estoppel PART TWO: THE TERMS OF A CONTRACT 4. IDENTIFYING THE TERMS 1. Terms or Mere Representations? 2. Incorporation of a Party’s Written Terms 3. Implied Terms 5. INTERPRETING THE TERMS 1. The Modern Approach to Construction 2. Construction of Exemption Clauses 6. STATUTORY CONTROL OF EXEMPTION CLAUSES AND UNFAIR TERMS 1. The Unfair Contract Terms Act 1977 2. The Consumer Rights Act 2015 (Part 2 Etc) PART THREE: REMEDIES FOR BREACH OF CONTRACT 7. TERMINATION 1. The Meaning of Termination for Breach 2. Conditions, Warranties and Innominate Terms 3. Termination Clauses 4. Anticipatory Breach 5. Restitution after Termination for Breach 6. Consumer Contracts for Goods (or Digital Content) 8. DAMAGES 1. Compensatory Damages 2. An Account of Profits 3. Negotiating Damages 4. Agreed/Liquidated Damages and Penalties 9. DIRECT ENFORCEMENT 1. The Award of an Agreed Sum 2. Specific Performance 3. Injunctions PART FOUR: PRIVITY OF CONTRACT AND THIRD PARTY RIGHTS 10. PRIVITY OF CONTRACT AND THIRD PARTY RIGHTS 1. Introduction 2. Four Cases Establishing or Confirming the Privity Doctrine (on its Benefit Side) 3. Exceptions to Privity (on its Benefit Side) 4. The Promisee’s Remedies in a Contract Made for the Benefit of a Third Party 5. The Contracts (Rights of Third Parties) Act 1999 6. Exceptions to the Privity Doctrine on its Burden Side PART FIVE: FACTORS ALLOWING ESCAPE FROM A CONTRACT 11. MISREPRESENTATION 1. Requirements of Misrepresentation 2. Rescission for Misrepresentation 3. Damages for Misrepresentation 4. Exemption of Liability for Misrepresentation: Misrepresentation Act 1967, Section 3 12. MISTAKE 1. Unilateral Mistake 2. Common Mistake 13. FRUSTRATION 1. The Early Approach of Absolute Liability 2. The Kinds of Events that Amount to Frustration 3. Factors Excluding Frustration 4. The Juristic Basis of Frustration 5. The Effects of Frustration 6. The Relationship Between Common Mistake and Frustration 14. DURESS 1. Duress of the Person 2. Economic Duress 15. UNDUE INFLUENCE AND EXPLOITATION OF WEAKNESS 1. Undue Influence 2. Exploitation of Weakness

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Book SynopsisThis book is the first to examine intermediaries in a holistic and systematic manner. The classical model of face-to-face contracting between two individuals is no longer dominant. Instead, deals frequently involve a number of parties, often acting through intermediaries. As a result, it is important to understand the role and power of intermediaries. Intermediaries tend to be considered within discrete silos of the law. But by focussing upon a particular, narrow area of law, lessons are not learned from analogous situations. This book takes a broader approach, and looks across the traditional boundaries of private law in order to gain a proper assessment of the role played by intermediaries. A wide range of jurisdictions and topical issues are discussed in order to illuminate the role intermediaries play in commercial law. For example, the continued growth of electronic commerce requires consideration of the role of websites and other platforms as intermediaries. And developments in artificial intelligence raise the prospect of intermediaries being non-human actors. All these issues are subject to rigorous analysis by the expert contributors to this book.Table of ContentsPreface Contributors Table of Cases Table of Legislation 1. Introduction Paul S Davies (University College London, UK) and Tan Cheng-Han SC (City University of Hong Kong) 2. The Fiduciary Status of Agents Matthew Conaglen (University of Sydney, Australia) 3. Ministerial Acts Rachel Leow (National University of Singapore) 4. Justifications for and Limitations on Interventions by Undisclosed Principals William Day (University of Cambridge / 3 Verulam Buildings, UK) 5. Agency Theory Revisited and Practical Implications Gerard McMeel KC (University of Reading, UK) 6. Platform Liability for Terrorist Activities Ying Hu (National University of Singapore) 7. How Intermediaries Entrench Google’s Position in the Advertising Display Market Roger Alford (University of Notre Dame, USA) 8. The Platform as Agent Deborah A DeMott (Duke University, USA) 9. Online Intermediary Platforms and English Contract Law Christian Twigg-Flesner (University of Warwick, UK) 10. Agency, Artificial Intelligence and Algorithmic Agreements Tan Cheng-Han SC (City University of Hong Kong) 11. Client-Intermediary Relations in the Crypto-Asset World Hin Liu (University of Oxford, UK), Louise Gullifer (University of Cambridge, UK) and Henry Chong (Fusang Corp, Hong Kong) 12. As Complex as ABC? Bona Fide Purchasers of Equitable Interests Ben McFarlane (University of Oxford, UK) and Andreas Televantos (University of Oxford, UK) 13. The Partner’s Fiduciary and Good Faith Duties: More than Just an Agent? Laura Macgregor (University of Edinburgh, UK) 14. Debt Collection and Assignment of Debts: Navigating the Legal Maze Jodi Gardner (University of Cambridge, UK) and Chee Ho Tham (Singapore Management University) 15. Financial Wellbeing – the Missing Link in Financial Advice under Private Law and Statute Andrew Godwin (University of Melbourne, Australia), Wai Yee Wan (City University of Hong Kong) and Qinzhe Yao (Skandan Law LLC, Singapore) 16. Adjudicating Intermediary-Related Losses Hans Tjio (National University of Singapore) 17. Intermediaries as ‘Gatekeepers’ in International and Domestic Regulation Alexander Loke (City University of Hong Kong) 18. A Fine Balance: Insolvency Practitioners and the Leveraging of Intermediary Power Sarah Paterson (London School of Economics and Political Science, UK)

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Book SynopsisPraise for previous edition: ‘… very comprehensive; very competent; and, what I think will be seen as its chief virtue … very clear’ – David Campbell, Law Quarterly Review ‘I enjoyed…every part of this book. Mr Kramer's analyses are carefully developed and almost always useful and illuminating.’ – Angela Swan, Canadian Business Law Journal Written by a leading commercial barrister and academic, the third edition of this acclaimed book is the most comprehensive and detailed treatment available of this important dispute resolution area. Previous editions have been regularly cited by the English courts and academic literature. The third edition covers all key case law developments and updates since 2017, with very substantial rewrites of the loss of chance, scope of duty and negotiating damages chapters (including in the light of Supreme Court decisions in Perry v Raleys, Edwards v Hugh James Ford Simey, Manchester BS v Grant Thornton and Morris-Garner v One Step (Support) Ltd). It also includes expanded share purchase warranty and causation sections, and a new chapter on the construction of exclusion clauses. To aid understanding and practicality, the book is primarily arranged by the type of complaint, such as the mis-provision of services, the non-payment of money, or the temporary loss of use of property, but also includes sections on causation, remoteness and other general principles. At all points, the work gathers together the cases from all relevant contractual fields, both those usually considered—construction, sale of goods, charterparties, professional services—and those less frequently covered in general works—such as SPAs, exclusive jurisdiction and arbitration clauses, insurance, and landlord and tenant. It also refers to tort decisions where relevant, including full coverage of professional negligence damages, and gives detailed explanation of many practically important but often neglected areas, such as damages for lost management time and the how to prove lost profits. The book provides authoritative and insightful analysis of damages for breach of contract and is an essential resource for practitioners and scholars in commercial law and other contractual fields.Table of ContentsPART I INTRODUCTION 1. A Brief Introduction to the Contract Damages Award 1. Summary 2. The Damages Remedy 3. The Principles of Compensation 4. The Theory of Contract Damages 5. The Currency of the Award PART II TYPES OF COMPLAINT 2. Pure Services: Non-Supply/Defective Supply/Delayed Supply 1. Introduction 2. Services to Commercial Claimants (Including Lost Management Time Claims) 3. Services to Public Bodies or Charities 4. Services to Consumers 3. Misadvice (Especially Professional Negligence) and Contractual Misstatement 1. Introduction to the Breach and Non-Breach Positions in Advice and Similar Cases 2. Extrication Cases 3. Adoption/Non-Extrication Cases and Repair 4. The Non-Breach Position: The Alternative Transaction the Claimant Would Have Entered Into 4. Property Non-Delivery, Destruction and Defects (Damage, Sale, Construction, Misrepair) 1. Introduction to the Different Measures of Loss 2. Market Replacement, the First Cure 3. Repair, the Second Cure 4. Further Issues in Repair and Replacement Cases 5. The Measure when There is No Market Replacement and No Repair 5. Seller/Supplier Claims: Refusal/Failure to Accept Goods, Services or Other Performance 1. Introduction 2. Cure by Finding a Replacement Customer on the Market 3. Lost Volume Sales: Where Supply Outstrips Demand 4. No Replacement and Alternative Mitigation 5. Non-Financial Loss 6. Temporary Loss of Use of the Claimant’s Property 1. Introduction 2. The Cost of Hiring a Temporary Replacement 3. Lost Profits from Sale to the Market 4. Lost Profits from Employment of the Property 5. Loss of Use of Non-Profit-Earning Goods 7. Loss of Use of Money, Including Breach of Obligations to Pay 1. The Cost of Borrowing Replacement Money 2. Lost Profits from Use of the Money 3. Devaluation and Exchange Rate Losses 4. Causing Insolvency 5. Other Losses 6. Specific Points Relating to Breach of Obligations to Pay Money 7. Awards of Interest Outside the Claim for Damages 8. Inflation 8. Claims by a Tenant, Charterer or Hirer 1. Non-Delivery 2. Late Delivery 3. Hire of Defective Property and Damage to Hired Property 9. Warranties and Indemnities 1. Introduction to Warranties 2. Warranties of Authority 3. Warranties of Quality 4. Warranties of Reasonable Care 5. Indemnities 10. Negative Covenants (Including Exclusive Jurisdiction, Arbitration and Non-compete Clauses) 1. Introduction 2. Property-Related Restrictive Covenants 3. Exclusive Jurisdiction and Arbitration Clauses and Non-Litigation Agreements 4. Non-Compete, Non-Solicitation, Exclusivity, Business Secret and Confidentiality Clauses PART III FACTUAL (‘BUT FOR’) CAUSATION AND ACTUAL LOSS 11. Introduction to Factual (‘But For’) Causation 1. Factual (‘But For’) Causation 2. Harm that Would Have Happened Anyway 3. Concurrent Causes and the Modified ‘But For’ Test in Exceptional Cases 12. The Breach Position: What Actually Happened and What Will Happen 1. What Happened Prior to Trial? 2. What Will Happen Post-Trial? (The Chance of a Loss Principle) 3. Tax (That will or Might be Paid) 13. The Non-Breach Position: What Would or Might Have Happened but for the Breach (Including Loss of a Chance) 1. Summary 2. What Would the Claimant Have Done? 3. What Would the Defendant Have Done? 4. What Natural Events Would Have Occurred? 5. What Would Third Parties Have Done? (The Principle of Loss of a Chance) 6. The Future: What Would Have Happened after Trial 7. Tax (That Would Have Been but Has Not Been and Will Not Be Paid) PART IV LEGAL PRINCIPLES OF REMOTENESS, MITIGATION AND LEGAL CAUSATION 14. Remoteness and Scope of Duty 1. For Remoteness Start with Foreseeability 2. The Assumption of Responsibility Basis of Remoteness 3. The Reasonable Contemplation Test of Remoteness 4. The Cap Rule from Cory V Thames Ironworks 5. The Scope of Duty Principle 6. Factors Relevant to Scope of Duty and Assumption of Responsibility 7. The Burden of Proof 8. The Interaction between Scope of Duty and Contributory Negligence and Contribution 15. Legal Causation, Mitigation and Contributory Negligence 1. Introduction 2. Legal Causation 3. The Principle of Mitigation 4. Betterment 5. Burdens of Proof 6. Contributory Negligence 7. Applying Legal Causation to What Would Have Happened but for the Breach 16. Causation in Practice: Intervening and Mitigatory Acts and Events by Category 1. Introduction to this Chapter 2. Claimant Failure to Avoid the Danger 3. Failing to Terminate, or Terminating, the Contract with the Defendant 4. The Claimant Sourcing or Not Sourcing a Replacement Supply or Customer or a Repair 5. Speculation by the Claimant 6. Money Made by the Claimant Post-Breach 7. Impecuniosity and Other Special Characteristics of the Claimant 8. Trading while Insolvent 9. Unreasonable Claimant Conduct 10. Post-Breach Dealings with the Defendant 11. Receipt by the Claimant of Payments or Help from Third Parties (Including Insurance and State Assistance and Litigation with Third Parties) or Non-Payment by Third Parties 12. Claimant Payments and Liabilities to Third Parties 13. Payments that would have been made by the Claimant to Third Parties 14. Passing on Risk or Selling the Property to Third Parties 15. Events External to the Claimant 17. The Date of Assessment 1. The Principles 2. The Different Dates of Purchase of a Replacement or Cure on the Market 3. The Different Dates of Sale to the Market 4. Where There Is No Opportunity to Resort to the Market PART V PARTICULAR TYPES OF LOSS REQUIRING SEPARATE EXAMINATION 18. Proving Business Loss: Revenue, Capital Value, Profit and Costs, Wasted Expenditure/Reliance Losses, Burdens and the Fair Wind 1. Revenue, Profit and Capital Loss 2. Pleading, Proof, Evidence and the Fair Wind Principle 3. The Presumption of Breaking Even and the Myth of the Reliance Measure of Loss 4. Examples of Lost Profit Awards 19. Non-Pecuniary Loss 1. The Evolution of the Legal Test 2. Quantification and Presumptions 3. (Physical) Inconvenience and Disturbance 4. Personal Injury 20. Loss Comprising Liability to Third Parties or Litigation Costs 1. Indemnity for Third Party Liability 2. Costs in Relation to the Breach of Contract Dispute Itself 3. Costs in Previous Proceedings Against the Defendant 4. Costs in Third Party Proceedings PART VI OTHER MATTERS 21. Third Parties and Loss 1. Recovery by the Claimant of the Third Party’s Loss for the Benefit of the Third Party (‘Transferred Loss’ and the Albazero Principle) 2. Recovery by a Claimant of Its Own Loss 3. Third Party Claims Under the Contracts (Rights of Third Parties) Act 1999 22. Negotiating Damages 1. The Wrotham Park Decision 2. The Morris-Garner Decision 3. Basis of the Principles 4. Scope of the Principles 5. The Measure 23. Non-Compensatory Damages 1. Nominal Damages 2. Account of Profits/Restitutionary Damages 3. Punitive/Exemplary Damages 24. Concurrent Claims 1. Against the Same Defendant 2. Against Different Defendants 25. Exclusion Clauses 1. This Chapter and Introduction 2. The Role of Statutes 3. Principles of Construction 4. Particular Phrases Used in Exclusion Clauses Denoting Certain Types of Loss 5. Exclusion of Particular Types of Fault/Conduct

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Book SynopsisThis book assesses the impact of the implementation of EU Directives 2019/770 (DCD) and 2019/771 (SGD) in the EU Member States. Taking a country report approach, each contribution pays specific attention to the systematic implications (e.g. the relationship with the law of obligations and contracts, intellectual property law and data protection law), to the influence on the formation of concepts and terms in the national law. In addition, the author of each country report investigates the use of the options which the EU legislator left in the discretion of national legislators (e.g. Art. 12 SGD). Finally, the book explores any voluntary extended implementation of the contents of the directives. It offers a complete guide to DCD and SGD and their implementation across the EU.

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Book SynopsisThis collection examines one of the fastest growing fields of regulation: data rights. The book moves debates about data beyond data and privacy protecting statutes. In doing so, it asks what private law may have to say about these issues and explores how private law may influence the interpretation and the form of legislation dealing with data. Over five parts it: sets out an overview of the themes and problems; explores theoretical justifications and challenges in understanding data; considers data through the perspective of cognate private law doctrines; assesses the contribution of private law in understanding individual rights; and finally examines the potential of private law in providing individual remedies for wrongful data use, supplementing the work of regulators. The contributors are specialists in their respective fields of private law with long-standing expertise in the challenges to data privacy posed by emerging digital technologies.Table of ContentsForeword Acknowledgements List of Contributors Table of Cases Table of Legislation PART I INTRODUCTION 1. Introduction to Data and Private Law Damian Clifford, Kwan Ho Lau and Jeannie Marie Paterson PART II DATA AND PRIVATE LAW – THEORETICAL INSIGHTS 2. Private Law, Technology and Governance Roger Brownsword 3. Data in a Relational Setting Sally Wheeler PART III RIGHTS TO DEAL WITH DATA 4. The Predilection for Contract in Governing Digital Networks: Micro-Management’s Face Off with Accountability Lee A Bygrave 5. Data Rights and Contract Law: Formation, Incorporation and Vitiating Factors Damian Clifford and Jeannie Marie Paterson 6. Data Rights and Consumer Contracts: The Case of Personal Genomic Services Shmuel I Becher and Andelka M Phillips 7. Private Law Rights Mechanisms for Consumer Data – Filling the Gaps Chris Reed 8. Access to Platform Data and the Right to Research under US Law Niva Elkin-Koren, Maayan Perel and Ohad Somech PART IV USES OF DATA – RIGHTS AND OBLIGATIONS 9. Tort-Based Protections for Data Privacy Jelena Gligorijevic 10. Closing Off the Warren of Negligence Claims for Data Breaches Eoin O’Dell 11. Trust, Confidence and Data Rights Megan Richardson 12. IP and Data, IP in Data, IP as Data Kimberlee Weatherall 13. Duties for Datasets Jerrold Soh Tsin Howe PART V REMEDIES FOR BREACHES OF DATA RIGHTS 14. Private Enforcement of Data Rights Through Direct Rights of Action: A Comparative Review Normann Witzleb 15. Data Rights Incursions: Two Hurdles in the Pursuit of Damages Kwan Ho Lau Index

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Book SynopsisAn updated guide, and expert analysis on, the legal issues relating to common exemption clauses and unfair terms in legal contracts. It covers the incorporation and construction of the key clauses, as well as the relevant legislation. It will help you to understand: - the circumstances when a term will be incorporated into a contract - the modern approach to the interpretation of contracts by the contracts (and with particular types of clauses, for example in relation to negligence, entire agreement clauses, ‘fundamental breach’, etc) - clause by clause consideration of UCTA, including key concepts such as the meaning of the ‘requirement for reasonableness’ - clause by clause consideration of the unfair term provisions of the Consumer Rights Act 2015, and with paragraph by paragraph consideration of the potentially unfair terms in Schedule to the Act This edition includes coverage of: - Analysis of how the courts now interpret exclusion and liability clauses and other contract clauses, e.g.: --- after the decisions of the Supreme Court in Wood v Capita Insurance Services Ltd, and Rainy Sky SA and others v Kookmin Bank --- the treatment of 'stringent' exemption clauses, in the decision of Goodlife Foods Ltd V Hall Fire Protection Ltd --- the requirement for clear wording, such as where parties wish to avoid liability for non-fraudulent, pre-contract (mis)representations, e.g. in the decisions in AXA Sun Life Services pc v Campbell Martin Ltd and BSkyB Ltd v HP Enterprise Services UK Ltd -Coverage of the changes brought about by the Consumer Rights Act 2015, including: --- recent case law considering the effect and interpretation of unfair terms, particularly concerning the 'core' exemption, in the decisions of OFT v Abbey National plc and the later ECJ cases of Kásler and Mattei --- consideration of the list of potentially unfair terms found in Schedule 2 to the Act and the CMA analysis of them Legislation covered includes: - Consumer Rights Act 2015 - Unfair Contract Terms Act 1977 - Contracts (Rights of Third Parties) Act 1999 - Misrepresentation Act 1967 This title is included in Bloomsbury Professional's Company and Commercial Law online service.Trade ReviewThe most recent and up-to-date statement available on exemption clauses and unfair terms … The work will be of terrific value to practitioners and advisers alike. * Elizabeth Robson Taylor MA and Phillip Taylor MBE, Richmond Green Chambers *Table of ContentsIntroduction 1. Incorporation 2. Construction 3. The Unfair Contract Terms Act 1977 4. Unfair Terms in Consumer Contracts 5. Exemption Clauses and Third Parties 6. Misrepresentation and Exemptions 7. Exemptions and Fiduciary Duties

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Book SynopsisBen Stavely, Solicitor (Retired), UK Ben was a partner at Freshfields. Since retiring from practice he has taught writing and drafting skills, initially within Freshfields and more recently on a freelance basis. He has also taught and spoken about the subject at various universities.

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Book Synopsis

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Book Synopsis

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