Ελληνικά
Polski
Română
Slovenščina
SCOTLAND
The United Kingdom consists of four parts: England, Wales, Scotland and Northern Ireland. The reforms of the 1980s and the trend towards globalization have shaken traditional beliefs and business attitudes. As in most Anglo-Saxon countries, common law in the UK is based on interpretation. There is a set of rules, the written legislation, and there is the interpretation of the rules called case law. [1]
At the following link you can find extensive information on concluding agreements in the United Kingdom, British co-payments and information that should be considered in the process of concluding agreements.
Negotiating International Business – United Kingdom:
http://www.leadershipcrossroads.com/mat/cou/UnitedKingdom.pdf
According to www.simmons-simmons.com, English law does not include a duty of good faith in contract negotiations. Pre-contractual negotiations are generally not legally binding on the parties and, in general, either party may terminate the negotiations whenever it so wishes
Under English law, the general principle is that a person who has received confidential information must not take unfair advantage of it.
Under English law, a person may not use confidential information arbitrarily. However, in order to provide clarity, the two parties usually enter into appropriate confidentiality agreements. It is very important that confidentiality agreements are carefully drafted by both members, as a promise is only legally binding if it is either executed as a deed or the promise is supported by consideration. If either party breaches the promise of confidentiality and the other party can prove that it has suffered damage as a result of this breach, it can claim damages.
In addition, there is no obligation of exclusivity under English law, so the parties may have to attach an exclusivity agreement separately. And in that case, the above applies. The agreement should also not be for an indefinite period.
Legally binding texts under English law must contain the basic intentions of the parties, e.g., the subject matter of the transaction, the price, the duration, etc. However, it should be borne in mind that a document containing detailed particulars of a transaction and its terms may constitute a legally binding agreement (at least if there are no specific provisions specifying its non-legally binding status) (Simmons & Simmons). (Simmons & Simmons)[2].
Break fee agreements are generally prohibited in public company takeovers to which the UK Takeover Code applies. However, they are seen in a number of private takeovers and acquisitions to which the Code does not apply.[3]
In the UK there is the Consumer Rights Act 2015 which protects consumers in the context of agreements so that contract terms and alerts are not unfair and put the customer at an unfair disadvantage. On this website, you can find more information on Excessive Charges and Disproportionate Penalties, Cancellation of Contract, Institutional Rights and Change of Contract Terms.
Finally, the guide here is also an important and useful tool for contract negotiation and relevant contract law.
[1]https://www.contractorcalculator.co.uk/contract_law_signing_contracts_expat_contractor.aspx
[2]https://www.simmons-simmons.com/en/features/pre-contractual-obligations/ck10mcovz5sxr0b23r0a2b6ce/pre-contractual-obligations-uk
[3] https://www.simmons-simmons.com/en/features/pre-contractual-obligations/ck10mcovz5sxr0b23r0a2b6ce/pre-contractual-obligations-uk
References
How to write fair contracts: information for businesses. (2016, March 23). GOV.UK. https://www.gov.uk/guidance/how-to-write-fair-contracts
Katz, L. (2008). Negotiating International Business – United Kingdom.
Leadershipcrossroads.
http://www.leadershipcrossroads.com/mat/cou/UnitedKingdom.pdf
Contractor Calculator (2010, Nov. 1) www.Contractorcalculator.Co.Uk. https://www.contractorcalculator.co.uk/contract_law_signing_contracts_expat_contractor.aspx
An outline of pre contractual obligations in relation to the United Kingdom. (n.d.). Simmons & Simmons.
Unfair contract terms guidance. (2008, September). Office Of Fair Trading. https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/284426/oft311.pdf