01
The contract must answer the question “what will happen if...”
An English contract is built not around a general intention, but around certain obligations, the conditions for their occurrence, procedures for confirming performance and the consequences of violation. Definitions, hierarchy of documents, notices, entire agreement, variation and third‑party rights are consistent with the commercial model and are not inserted automatically.
- Obligation
- Who, what, when and to what standard is obliged to do
- Condition precedent
- Which event triggers the duty or closing
- Acceptance
- When is the result accepted and how is a defect declared?
- Notice
- Form, address, delivery method and time of receipt
- Boilerplate
- Entire agreement, waiver, assignment, severability and third-party rights
02
Warranty, indemnity and covenant solve different problems
Warranty forms a contractual promise of fact and can lead to damages; indemnity designs a separate mechanism to compensate for certain losses; covenant regulates behavior. The limitation of liability is checked together with exclusions, caps, baskets, causation, mitigation, remoteness and insurance coverage.
Statement of status with agreed liability regime.
Compensation for a predetermined risk according to an agreed formula.
An obligation to perform or not to perform an action.
Cap, exclusions, time bar and carve-outs should work together.
03
Termination does not erase past obligations and is not always safe
Before notification, the nature of the term, the materiality of the breach, contractual cure, affirmation, waiver and the consequences of wrongful termination are checked. Remedy is selected according to the purpose: to collect a debt, receive damages, oblige to perform, stop an injunction or agree on a settlement with collateral.
An incorrect reference, address, term or wording can turn an attempt to terminate a contract into a breach of its own.
04
The document is created for business, but is read by the future tribunal
Decision log, minutes, approvals, versions, notices and contemporaneous correspondence should reflect the actual progress of the transaction. After a dispute arises, legal hold is introduced: documents are not deleted, communication channels are preserved, privileged material is separated, and the narrative is not rewritten retroactively.
- 01Chronology
Events, documents, participants and contractual consequences.
- 02Issues
Every legal issue involves facts and evidence.
- 03Quantum
Loss, causation, mitigation, interest and alternative scenarios.
- 04Privilege
Legal communications and commercial materials are separated correctly.
05
Arbitration Act 2025 increased speed, disclosure and court support
From 1 August 2025, the reform clarified the law applicable to arbitration agreements, established the obligation of arbitrators to disclose circumstances potentially raising doubts about impartiality, introduced statutory power summary disposal and clarified the powers of courts. For a contract, this means the need to separately check the right of reservation and seat.
If the parties have not expressly chosen the right of arbitration agreement, the new section 6A focuses on the right of seat; The choice of the law of the main contract itself does not automatically resolve this issue.
06
English Law Practice SGC
- 01
Drafting and review of supplies, services, financing, shareholders’ and JV agreements.
- 02
Legal risk memo on warranties, indemnities, termination and limitations.
- 03
Claims, notices, settlement agreements and negotiation strategy.
- 04
Preparation of evidence file, witness interviews and quantum model.
- 05
Coordination of LCIA arbitration and English litigation with local counsel.