Dispute, Claim and Conflict Management

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Representations, Warranties, and Covenants

This article discusses the differences among representations, warranties, and covenants and why they are important.


TRG UPDATE - June 2019

In this edition, somewhat exceptionally, we feature only one case brought by hundreds of sub-postmaster claimants against the Post Office. This is because of the range of topics covered by the judgment but also because of the potential significance of the case for the drafting and interpretation of commercial contracts if the case is followed by other courts in the future.


Part Number vs Description

We are working on a project whereby the Engineer's tender document had an error in the specification where they listed a part number and a description of the part, however, the 2 were marginally different and we priced according to the part number, which turned out to be the incorrect part. The order of precedence has specifications above drawings; I've confirmed that drawings did not give any indication into the part. The engineer is saying that we ought to have reasonably known there was a conflict in the part number vs the description and the owner does not want to bear the cost for this correction. We have not yet ordered the products nor have we submitted any shop drawings or product sheets. Since the order of precedence isn't going to help here, what has been your experience when there is a conflict between a part number and the description of a part? I can confirm that the contract does not have a precedent of part number vs a description.


Terminating a Contract

We have a contractor for a service and we are looking to part ways with the vendor. The contractor has emailed us and said they are no longer interested in performing the service and we are happy with letting them go. Can this email work as a means to terminate the contract? Also from a legal aspect how do we handle this? Is a simple email back to them sufficient to confirm this termination arrangement? Thanks in advance for your help. Dale


Acquisition of Companies

Hi All, I'm interested to know what steps you take when a company notifies you of an acquisition? We get a lot of requests to move the contract and invoices to new entity since the existing contract holder is no longer in a position to pay for services (been absorbed / no longer trading under contracted name). We do our checks to make sure it's a legitimate request so I understand the need to transfer the contract but is there a standard way of dealing with these types of requests to avoid potential risks? I know a novation would not be appropriate as we would be unable to obtain Director signature of a company that no longer exists. What other methods are available? Thanks!


Claim resolution - estimated values?

Can anyone offer (without violating NDAs and other confidentiality provisions) a value they use to estimate what payouts might be (%) for claims over a long-running infrastructure project (multiple contractors involved)? Owner seeks values to use as benchmarks and as input to EAC for Project.


Can Service Provider charge to Customer for efforts spent on submitting rejected Project ?

If Client ask for a project and delivery put some efforts to develop estimation and submit it to client. Client disapprove the Project. In this case can service provider claim efforts spent on submitting the estimation ?



I work as a Contract Manager for Indirect Procurement. One of our challenges is getting our internal clients to push our templates out to our vendors. We have limited internal data on how quickly one of our templates is approved versus a vendor's template. We are working to get more data to support the use of our templates. How have others addressed this issue at their organziations? Is there some benchmarking data out there that I could look at?


Personal liability for employee's unauthorized signature of a contract?

Our company has just released a revised signature policy outlining in detail the proper signatories for our commercial contracts and other agreements. The question has come up whether employees who lack authority to sign under the policy may be subject to personal liability for breach of the contract. I am definitely familiar with Article 3-403 of the UCC, but that deals more with agency and holders in due course rather than employees. Furthermore, I have seen both sections of state statutes and examples of contract sections that deal with personal liability of employees lacking authority to sign in the academic setting. However, I am curious whether anyone can cite specific examples of either (American) state or federal statutory or common law regarding such liability in the commercial or non-academic setting. I thank you very much in advance for your responses.

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