The UK`s withdrawal from the European Union on the day of the withdrawal, the implementation period and the period beyond have a number of implications for the development, negotiation and implementation of treaties subject to English law. This handy note examines the impact of Brexit in particular on modular clauses. It will be important to review the existing important agreements to assess the potential impact of various Brexit events on the MAC, amendment and force majeure clauses and to keep Brexit in mind in negotiating future clauses. Certain categories of potential triggers of a Brexit clause are listed below: An intention to create legal relations is necessaryThere are several situations in which a court considers that an agreement is not binding because, although supported by reflection, it was made without intention to create legal relations (e.g. B Blue v Ashley). Did the parties want to take into account the specific context of the agreement when assessing the nature of a Brexit clause? For example, the appropriate trigger and the consequences of a clause may differ between an agreement with a relatively short horizon (for example. B a share purchase agreement or a capital market underwriting agreement) and a long-term agreement (. B, for example, a joint venture or a strategic supply agreement). It is more likely that a specific aspect of the Brexit process, such as regulatory changes or the introduction of tariffs, could trigger a general clause. For example, when a British company is no longer able to use ContractStore`s Brexit clauses, it offers formulations that can be used and adjusted to address some of these risks. A Brexit clause does not solve the problem, but it does provide a mechanism/procedure to manage risks and help an agreed outcome. This document contains a number of standard contract clauses that may be affected by Brexit. Such a clause must not only be formulated in such a way as to correspond to the language of the treaty to which it applies, but also, as far as possible, to deal with relevant issues that could concern one or both parties in the new world of a supposedly independent United Kingdom.
A “Brexit clause” is a contractual clause that, due to a Brexit-related event, causes some change in rights/obligations. The clause therefore contains two fundamental elements: (a) the specific Brexit-related event that triggers the clause; and b) the contractual consequences of this event. Our clauses are divided into 6 sections: General, with the definition of Brexit, import tariffs, regulation and law, restrictions on the transport of people and territory. Restrictions on the movement of people – if visa restrictions are imposed on travel between the UK and the EU, could this affect technical assistance services and the provision of labour to your company? There are three example clauses. In general, with a definition of Brexit Faced with uncertainties, even a definition of Brexit is not too simple, but we have included a Brexit clause with a generally formulated alternative. It is unlikely that, in most cases, the referendum result will itself trigger an existing, widely worded clause triggered by “substantial change” or similar language.