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Contract Disputes

This publication guides practitioners through contract dispute matters, including non-court dispute resolution, court hearings, and enforcement.

2 Matter Plans

Overview

The commentaries cover some of the many types of contracts, including express and implied terms. It also covers the fundamentals of the conduct of a contract dispute matter, both before and during court proceedings.

The Reference materials folder includes guidance on electronic signing and witnessing, and the comprehensive Getting the matter underway folder includes compliance and client care documents. Using the extensive Retainer Instructions when gathering information ensures nothing is missed.

Precedents in this publication include:

  • letters to clients explaining the process and protocols;
  • conditional fee agreements;
  • letters of demand;
  • particulars of claim;
  • settlement agreements.
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2 Matter Plans Included

  • Item icon ALERTS - Nil
  • Item icon Full Commentary - Contract Disputes - Acting for the Claimant
  • Folder icon Reference materials
    • Item icon AI Prompts
    • Item icon Electronic Signing and Witnessing
    • Item icon Looking to the Future
    • Item icon Further information
    • Item icon Article: Alternative dispute resolution
    • Item icon Article: Costs actually
  • Item icon Overview and limitation periods
    This guide deals with agreements between two or more parties on a commercial issue, usually business-to-business. Consumer contracts for personal, domestic, or household transactions are beyond the scope of this guide. Contractual disputes arise when one party to a contract alleges that the other ...

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  • Item icon Summary of the process
    The usual steps in acting for a claimant in a contract dispute are:

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  • Folder icon A. Getting the matter underway
    • Item icon File cover sheet - Contract disputes
    • Item icon To do list - Contract disputes - Acting for the claimant
    • Item icon First steps
    • Item icon Retainer instructions - Contract disputes
    • Folder icon Compliance documents
      • Item icon Client Due Diligence and Anti-money Laundering Guidance
      • Item icon Client Details, Identity Verification and Source of Funds
      • Item icon Conflict of interest check
      • Item icon Client and matter risk assessment
      • Folder icon If required - Reporting an issue
        • Item icon Anti-money laundering internal disclosure
    • Item icon Initial letter to client enclosing Client Care and Terms of Business
    • Folder icon Enclosures for initial letter to client
      • Item icon Client care information
      • Item icon Terms of business
      • Item icon Scope of work - Contract disputes - Acting for the claimant
      • Item icon A summary of the dispute resolution process
    • Item icon Funding a dispute matter
      Preparatory casework and letters before claim While clear and comprehensive terms and unambiguous language in contracts will ideally avoid or minimise conflicts, commercial interests tend to diverge, and debate often arises over the parties’ respective obligations, even under apparently clear ...

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    • Folder icon If required - Conditional fees and damages-based agreements
      • Item icon Conditional fee agreements
        A conditional fee agreement is a no-win, no-fee arrangement based on the premise that a client is not responsible for the solicitor’s costs if the case is unsuccessful. Section 58(2)(a) of the Courts and Legal Services Act 1990 defines a conditional fee agreement as:

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      • Item icon Conditional fee agreement
      • Item icon Letter to client explaining barrister's fees
      • Item icon Letter to client giving informed consent to conditional fee agreement
      • Item icon Enclosure - Conditional fee agreements explained
      • Item icon Damages-based agreements
        A damages-based agreement is a contract between a solicitor and client that, if the client’s claim is successful, the solicitor will be entitled to a share of the recoveries. Damages-based agreements are different from conditional fee agreements in that they can be used only with claimant clients.

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      • Item icon Damages-based agreement
      • Item icon Letter to client enclosing damages-based agreement for signing
      • Item icon Enclosure - Damages-based agreements
      • Item icon Notice of funding of case or claim
    • Item icon Time and costs estimates
    • Folder icon If required - Letter to client varying the Client Care and Terms of Business
      • Item icon Letter to client varying the Client Care and Terms of Business
    • Folder icon General deeds, agreements, statements, declarations, consents, and execution clauses
      • Item icon Deeds and agreements
      • Folder icon Deeds
        • Item icon Deed for general use
        • Item icon Deed of assignment of agreement
        • Item icon Deed of assignment of agreement with consent
        • Item icon Deed of assignment of an insurance policy
        • Item icon Deed of assignment of equitable interest in residential land
        • Item icon Deed of gift
        • Item icon Deed of guarantee
        • Item icon Deed of release
        • Item icon Deed of release and grant
        • Item icon General deed of indemnity
        • Folder icon Library of standard clauses for deeds
          • Item icon Amendment
          • Item icon Confidentiality
          • Item icon Confidentiality - Extensive
          • Item icon Costs
          • Item icon Counterparts
          • Item icon Dispute resolution
          • Item icon Events beyond control
          • Item icon Governing law and jurisdiction
          • Item icon Interpretation
          • Item icon No assignment
          • Item icon Notices
          • Item icon Severance
          • Item icon Third parties
          • Item icon Waiver
          • Item icon Whole agreement
      • Folder icon Agreements
        • Item icon Agreement for general use
        • Item icon Boundary agreement
        • Item icon Confidentiality agreement
        • Item icon Construction agreement
        • Item icon Heads of agreement
        • Folder icon Library of standard clauses for agreements
          • Item icon Amendment
          • Item icon Confidentiality
          • Item icon Confidentiality - Extensive
          • Item icon Costs
          • Item icon Counterparts
          • Item icon Dispute resolution
          • Item icon Events beyond control
          • Item icon Governing law and jurisdiction
          • Item icon Interpretation
          • Item icon No assignment
          • Item icon Notices
          • Item icon Severance
          • Item icon Third parties
          • Item icon Waiver
          • Item icon Whole agreement
      • Folder icon Statements and declarations
        • Item icon Statement of truth
        • Item icon Statement of truth - High Court
        • Item icon Statutory declaration
        • Item icon Statutory declaration of solvency
        • Item icon Affidavit - General
        • Item icon Exhibit sheet for affidavits - General
        • Item icon Witness statement - Family matters
        • Item icon Exhibit sheet to witness statement - Family matters
        • Item icon Witness statement - Civil matters
        • Item icon Exhibit sheet to witness statement - Civil matters
      • Folder icon Execution clauses
        • Item icon Execution clauses - Agreements and contracts
        • Item icon Execution clauses - Deeds
        • Item icon Execution clauses - Overseas companies
      • Folder icon Consents
        • Folder icon If required - Personal data consent - General
          • Item icon Letter to client enclosing general consent
          • Item icon Letter to third party enclosing general consent
          • Item icon Letter to third party requesting personal data and enclosing client’s general consent
          • Item icon Letter to third party requesting personal data and enclosing third party general consent
          • Item icon Consent to provide information - General
          • Item icon Consent to provide information - General - Third party
        • Folder icon If required - Personal data consent - Health professional
          • Item icon Letter to client enclosing consent - Health professional
          • Item icon Letter to third party enclosing consent - Health professional
          • Item icon Letter to doctor enclosing client consent
          • Item icon Letter to doctor enclosing third party consent
          • Item icon Consent to provide information - Health professional
          • Item icon Consent to provide information - Health professional - Third party
        • Folder icon Change of name
          • Item icon Change of name deed for an adult - Concise
          • Item icon Change of name deed for a minor - Concise
          • Folder icon If required - Enrolment by an adult
            • Item icon Change of name deed for an adult - For enrolment
            • Item icon Statutory declaration - Enrolment of adult change of name deed
            • Item icon Notice for the London Gazette on the change of name of an adult
            • Item icon Consent to enrolment of change of name of an adult
          • Folder icon If required - Enrolment by a minor
            • Item icon Change of name deed for a minor - For enrolment
            • Item icon Statutory declaration - Enrolment of minor change of name deed
            • Item icon Affidavit of best interest for the change of name of a minor
            • Item icon Consent to enrolment of change of name of a minor
  • Folder icon B. Preparatory casework and letters before claim
    • Item icon Initial considerations, including the ability to pay
      The tracks Claims fall under these four main tracks within the court system:

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    • Item icon Pre-action protocols
      Pre-action protocols are specified in the Civil Procedure Rules, including the steps the court expects parties typically to take before commencing proceedings. There is no specific protocol for contract disputes so the Practice Direction – Pre-action conduct and protocols applies. The objectives of ...

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    • Item icon Letter to client advising on protocols
    • Item icon Practice direction - Pre-action conduct and protocols
    • Item icon Letter to client confirming instructions to issue proceedings despite non-compliance with protocols
    • Item icon Letter of claim
      Under the protocols, every case begins with correspondence between the opposing sides to establish the basis of the claim, allowing each side to have enough information to decide where they stand and attempt an early settlement of the matter without recourse to the courts. A letter of claim – also ...

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    • Item icon Letter of claim to defendant - Contract disputes
    • Item icon Letter of claim to defendant's solicitor - Contract disputes
    • Item icon Certificate of service
    • Item icon The defendant’s reply
      A letter of response should state whether the claim is accepted or denied, either in part or whole. If the letter of claim does not comply with the protocol and does not give the defendant enough details to assess the claim’s merits, it is appropriate to reply that the letter of claim is not ...

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  • Folder icon C. Settling the matter
    • Item icon Settling the matter
      If the parties have taken the protocol steps described and still cannot agree, paragraph 8 of the Practice Direction – Pre-Action Conduct and Protocols requires them to take appropriate steps to resolve the dispute without starting proceedings. This requires an appropriate form of alternative ...

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    • Item icon Letter to the other side’s solicitor suggesting alternative dispute resolution
    • Item icon Mediation settlement agreement
    • Item icon Letter to defendant’s solicitor making Calderbank offer
    • Folder icon If required - Part 36 offers
      • Item icon Enclosure - Part 36 offers
      • Item icon Letter to client suggesting making a Part 36 offer
      • Item icon Offer to settle (Section I Part 36)
      • Item icon Letter to other side's solicitor making Part 36 offer
      • Item icon Letter to client enclosing copy Part 36 offer made
      • Item icon Letter to client enclosing copy Part 36 offer received
    • Item icon Settlement agreement
    • Item icon Letter to client with draft settlement agreement
    • Item icon Letter to other side's solicitor with settlement agreement
    • Item icon Letter to court confirming settlement
    • Item icon General form of judgment or order
    • Folder icon Library of example consent orders
      • Item icon Clause - Consent order for judgment notation of agreement
      • Item icon Clause - Consent order payment inclusive of costs
      • Item icon Clause - Consent order judgment in favour of one party
      • Item icon Clause - Consent order for proceedings to be dismissed with no order as to costs
      • Item icon Clause - Consent order for acceptance of lesser sum
    • Item icon Letter to other side's solicitor sending draft consent order
    • Item icon Letter to court filing draft consent order on settlement
  • Folder icon D. Court practice and procedure
    • Item icon Court practice and procedure, including limitation and issuing claims
      Statements of case, filing, and service

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    • Folder icon If required - Limitation issues
      • Item icon Standstill agreement to extend limitation
      • Item icon Standstill agreement to suspend limitation
    • Item icon Issue a claim for damages with MyHMCTS
    • Item icon Money Claim Online (MCOL)
  • Folder icon E. Statements of case, filing and service
    • Item icon Starting a claim
      Service

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    • Item icon Claim form (CPR Part 7)
    • Item icon Claim form (N1SDT)
    • Item icon Clause - Particulars of claim - Contract disputes
    • Item icon Letter to court filing claim
    • Item icon Letter to client confirming issue of proceedings where service is to be delayed
    • Item icon Service
      It is usual for the claimant to request that the court serves the claim. The claim will be issued within two working days from the date it is submitted online, and the claimant will be posted a notice confirming the issue date. The issue date can also be checked online by accessing the claim ...

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    • Item icon Letter to defendant serving claim
    • Item icon Letter to defendant's solicitor serving claim
    • Folder icon Enclosures for letter serving claim - Response pack
      • Item icon Guidance for defendants replying to the claim form: N1C
      • Item icon Response pack
      • Item icon Admission (specified amount)
      • Item icon Admission (unspecified amount, non-money and return of goods claims)
      • Item icon Defence form
      • Item icon Defence and counterclaim (specified amount)
      • Item icon Defence and counterclaim (unspecified amount, non-money and return of goods claims)
    • Item icon Letter to defendant providing particulars of claim after MCOL claim
    • Item icon Letter to court providing particulars of claim after MCOL claim
    • Item icon Certificate of service
    • Item icon Defendant’s response
      The defendant’s options for responding are set out in Part 9 of the Civil Procedure Rules. They can:

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    • Item icon Example content - Reply to defence
    • Item icon Extension of time
      If the defendant needs more time to respond, consent for an extension is to be sought from the claimant before the time limits expire. Rule 2.11 provides some capacity for parties to agree on time limit variations between themselves. Rule 15.5 notes that the parties may agree to extend ...

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    • Item icon Letter to defendant's solicitor responding to request for extension of time
    • Item icon Counterclaims and additional claims
      Part 20 of the Civil Procedure Rules sets out the requirements for counterclaims by the defendant against the claimant or a third party, and other additional claims such as a defendant seeking contributions or indemnity from a third party. The rule reiterates the overriding principle that ...

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  • Folder icon F. Interim applications
    • Item icon Interim applications
      Security for costs As part of a response, the defendant may apply to the court for security for costs under r 25.12. This is an application to require the claimant to pay a sum of money into court to protect the defendant’s ability to claim their costs back if they are successful in defending ...

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    • Item icon Letter to client with advice about default judgment
    • Item icon Request for judgment and reply to admission (specified amount)
    • Item icon Request for judgment by default (amount to be decided by the court)
    • Item icon Letter to client with advice about summary judgment
    • Item icon Application notice
    • Item icon General form of judgment or order
    • Item icon Clause - Wording for Form N244 requesting summary judgment
    • Item icon Example content - Draft order for summary judgment
    • Item icon Letter to court filing documents
    • Folder icon If required - Evidence
      • Item icon Letter to court filing written evidence
      • Item icon Letter to other side's solicitor serving written evidence
    • Item icon Letter to client after summary judgment success
  • Folder icon G. Case management and directions
    • Item icon Case management, including directions questionnaire
      Disclosure and evidence

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    • Item icon Directions questionnaire (small claims track)
    • Item icon Directions questionnaire (fast track, intermediate track and multi-track)
    • Folder icon Enclosures for directions questionnaire - Disclosure and costs
      • Item icon Disclosure report
      • Item icon Costs budget (Precedent H) and budget discussion report (Precedent R)
      • Item icon Precedent T - (budget variation summary sheet)
      • Item icon Using the automated app – Precedent H – Costs budget
      • Item icon Using the automated app – Precedent S – Bill of costs
    • Item icon Letter to client confirming costs budget
    • Item icon Letter to defendant's solicitor serving costs budget
    • Item icon Small claims track standard directions
    • Item icon Small claims track special directions
    • Item icon Fast track standard directions
    • Item icon Multi - track standard directions
    • Item icon Listing questionnaire (pre-trial checklist)
    • Item icon Application notice
    • Item icon General form of judgment or order
    • Item icon Letter to court filing documents
  • Folder icon H. Disclosure and evidence
    • Item icon Disclosure
      Disclosure is the stage in a case at which parties share the information on which they are basing their case, together with anything else that affects the case. In keeping with the overriding objective of the Civil Procedure Rules, this is to enable the case to be dealt with as efficiently as ...

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    • Item icon Letter to client regarding disclosure
    • Item icon Standard disclosure
    • Item icon Electronic documents questionnaire (Civil Procedure Rules Practice Direction 31B)
    • Item icon Disclosure report
    • Item icon Letter to other side's solicitor enclosing disclosure report
    • Item icon Letter to other side's solicitor requesting to inspect documents
    • Item icon Evidence
      If the applicant wishes to rely on written evidence at the hearing, they must file the evidence and serve a copy on the respondent at least three days before the hearing. If the respondent wishes to rely on written evidence, they must file the evidence and serve copies of it on all the parties at ...

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    • Folder icon Library of evidence documents
      • Item icon Proof of evidence
      • Item icon Witness statement - Civil matters
      • Item icon Example content - Witness statement for civil matters
      • Item icon Exhibit sheet to witness statement - Civil matters
      • Item icon General form of affidavit
      • Item icon Clause - Affidavit for civil matters
      • Item icon Exhibit sheet for affidavits - Civil matters
      • Item icon Notice of intention to rely on hearsay evidence
      • Item icon Notice to admit facts
    • Item icon Letter to court filing documents
    • Item icon Letter to court filing written evidence
    • Item icon Letter to other side's solicitor serving written evidence
    • Item icon Expert witnesses
      Evidence from an expert who has been instructed to give or prepare evidence on any relevant matter in which they are qualified is admissible, despite the usual rule against opinion evidence being admitted: s 3 of the Civil Evidence Act 1972. See Part 35 of the Civil Procedure Rules and ...

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    • Folder icon If required - Expert witnesses
      • Item icon Letter to expert requesting report
      • Item icon Letter to court filing expert's report
      • Item icon Letter to other side's solicitor serving expert's report
  • Folder icon I. Final hearing and costs
    • Item icon Preparation for the final hearing, including court bundles
      Finalising the matter Before closing the file, it may be necessary to consider whether enforcement proceedings are required. The Enforcement guide will assist.

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    • Item icon Letter to counsel enclosing brief
    • Item icon Brief to counsel - Civil matters
    • Item icon Letter to client advising of court hearing date
    • Item icon Letter to court advising client will not attend
    • Item icon Letter to witness advising hearing date
    • Item icon Small claims track special directions
    • Item icon Listing questionnaire (pre-trial checklist)
    • Item icon Letter to court filing documents
    • Item icon County Court, High Court and Appeal Court - Trial bundle cover page
    • Item icon County Court, High Court and Appeal Court - Trial bundle index
    • Item icon Case summary
    • Item icon Chronology - Civil matters
    • Item icon Letter to other side's solicitor enclosing index to trial bundle
    • Item icon Letter to other side's solicitor enclosing trial bundle
    • Item icon Letter to court filing trial bundle
    • Item icon Costs budget (Precedent H) and budget discussion report (Precedent R)
    • Item icon Precedent T - (budget variation summary sheet)
    • Item icon Using the automated app – Precedent H – Costs budget
    • Item icon Using the automated app – Precedent S – Bill of costs
  • Folder icon J. Finalising the matter
    • Folder icon If required - Discontinuance
      • Item icon Notice of discontinuance
      • Item icon Letter to court filing documents
    • Item icon Letter to client advising successful outcome and enclosing invoice
    • Item icon Letter to client advising unsuccessful outcome with advice about appeal and enclosing invoice
    • Item icon Example invoice
    • Item icon Invoice recital - Contract disputes - Acting for the claimant
    • Item icon Enclosure - Explaining the bill
    • Item icon Letter to client finalising the matter
    • Item icon Closing the file
    • Item icon File closing checklist
    • Item icon File review form - General
  • Item icon Comments and suggestions for By Lawyers

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