How NOT to Write Love Letters to Your Lawyers
Transcript of How NOT to Write Love Letters to Your Lawyers
![Page 1: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/1.jpg)
HOW NOT TO SEND LOVE LETTERS TO YOUR LAWYERSLessons in Using Letters of Intent: Sarah Fox
![Page 2: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/2.jpg)
1: IS IT A CONTRACT?Hart v FidlerDiamond Build v ClaphamDurabella v Jarvis
![Page 3: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/3.jpg)
![Page 4: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/4.jpg)
Contract Needs 4 Critical Contents
![Page 5: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/5.jpg)
“It is trite law that in order to have a building contract you usually need agreement as to parties, workscope, price and time... This workscope is plainly not discernible from the letter of November 1. It is based on subsequent orders, instructions and the like which may, or may not, have been reduced to writing. If the contract document does not even begin to define the contract workscope it seems to me impossible to say that all the terms, or even all the material terms, are set out in writing.” Hart Investments Ltd v Fidler [2006]
![Page 6: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/6.jpg)
![Page 7: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/7.jpg)
2: WHY USE THEM?Cunningham v CollettCLLS Guidance
![Page 8: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/8.jpg)
Speed … nothing else
![Page 9: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/9.jpg)
“Letters of intent are used unthinkingly in the UK construction industry, and…they can create many more problems than they solve… [but] there can be limited occasions when such a letter of intent is appropriate”
“There will be times when a letter of intent is the best way of ensuring that the works can start promptly, with a clear time-table both for the finalisation of the contract formalities, and for the carrying out of the works themselves”
Cunningham v Collett & Farmer [2006]
![Page 10: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/10.jpg)
3: WHAT NOT TO DOArcadis v AMEC, Ampleforth v
TTPM
![Page 11: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/11.jpg)
DON’T: get tunnel vision/distracted
![Page 12: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/12.jpg)
DO: get the full contract signed
![Page 13: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/13.jpg)
4: AVOID THREE KEY RISKSNo contractMisunderstandingsBeing Negligent
![Page 14: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/14.jpg)
![Page 15: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/15.jpg)
“This case starkly demonstrates the commercial truism that it is usually better for a party to reach a full agreement (which in this case would almost certainly have included some sort of cap on their liability) through a process of negotiation and give-and-take, rather than to delay and then fail to reach any detailed agreement at all.”
Arcadis Consulting (UK) Ltd v AMEC (BSC) Ltd [2016]
No Contract
![Page 16: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/16.jpg)
“Letters of intent have a valid role. But their limitations must be recognised, although all too often they are not. They are a necessary evil which should only be resorted to when it is absolutely essential to commence works prior to finalising the contract documents. They are not a replacement for a contract, although they are often treated as such. Whatever their form, they have significant drawbacks… They rarely offer certainty as to scope, price or timescale; and if they do, the spectre of the ‘Trojan horse’ usually looms”
SCL paper D116, Bowling
Misunderstandings
![Page 17: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/17.jpg)
Being Negligent“The execution of a contract is to be seen not as a mere aspiration but rather as fundamental. It is the contract that defines the rights, duties and remedies of the parties and that regulates their relationships… letters of intent such as those used in the present case are contracts of a skeletal nature; they pave the way for the formal contract, once executed... They do not protect, and are not intended to protect, the employer’s interests in the same manner as would the formal contract…”
Ampleforth Abbey Trust v TTPM [2012]
![Page 18: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/18.jpg)
What letter of intent users need is simplicity
![Page 19: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/19.jpg)
Creating Success
Make it: Binding Temporary Simple
Image: © Mark Holdgate. Used with permission
![Page 20: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/20.jpg)
![Page 21: How NOT to Write Love Letters to Your Lawyers](https://reader035.fdocuments.net/reader035/viewer/2022062306/58ed6ab41a28ab50198b45db/html5/thumbnails/21.jpg)