Valenstein & Fatt Contracts, disputes and regulation, explained.

Valenstein & Fatt

Contracts, disputes and regulation, explained.

Latest Articles

What the Boilerplate Cannot Bury: Pre-Contractual Promises and the Limits of Entire Agreement Clauses
Commercial Contracts

What the Boilerplate Cannot Bury: Pre-Contractual Promises and the Limits of Entire Agreement Clauses

Entire agreement and non-reliance clauses are often treated as a closing formality. In practice they are a risk-allocation device with defined limits: they can narrow the pre-contractual record, but they do not erase fraudulent misrepresentation, collateral warranties or estoppel. This article considers where the drafting fails and how commercial teams can preserve the right evidence.
The Price of Non-Performance: Structuring Service Credits and Liquidated Damages After the Penalty Rule
Commercial Contracts

The Price of Non-Performance: Structuring Service Credits and Liquidated Damages After the Penalty Rule

Service credits and liquidated damages are often treated as interchangeable labels for the same commercial bargain. They are not. This article examines how UK courts assess contractual remedies against the penalty rule and sets out drafting approaches for 2026 outsourcing, SaaS and supply agreements that link remedies to measurable loss without overreaching.
When Rescue Is Not a Liquidation: Drafting Termination Rights for Insolvency’s Grey Zone
Restructuring & Insolvency

When Rescue Is Not a Liquidation: Drafting Termination Rights for Insolvency’s Grey Zone

Standard insolvency-event clauses are built for court orders and liquidators. They often miss the restructuring, standstill and creditor-negotiation phase where counterparties most need an exit—and where poorly drafted triggers can be challenged.
Five Deduction Clauses That Turn a Clean Invoice Into a Cash-Flow Dispute
Commercial Contracts

Five Deduction Clauses That Turn a Clean Invoice Into a Cash-Flow Dispute

Set-off language is often treated as boilerplate until the first payment run. This review of five common deduction clauses explains how UK courts and adjudicators tend to approach them, and what suppliers should redraft before renewal.
Notice to Remedy: Why Termination Disputes Are Won in the Drafting, Not the Boardroom
Commercial Contracts

Notice to Remedy: Why Termination Disputes Are Won in the Drafting, Not the Boardroom

Termination disputes often turn on the validity of a cure notice, a withheld payment or a remedy period rather than the underlying breach. This article examines the drafting traps in notice mechanics and cure clauses through a realistic UK supply scenario, and sets out a practical checklist for enforceable terms.
The Contract Behind the Award: Public Sector Terms Suppliers Should Challenge in 2026
Technology & Regulation

The Contract Behind the Award: Public Sector Terms Suppliers Should Challenge in 2026

With the UK public procurement regime now fully embedded, suppliers face contract terms that can transfer disproportionate risk long after the award. This article identifies the flow-downs, audit rights, termination for convenience and payment provisions that warrant negotiation, pricing or, in some cases, a decision to walk away.
The Lean Contract: Why Restraint in Drafting Often Protects More
Commercial Contracts

The Lean Contract: Why Restraint in Drafting Often Protects More

The instinct to pad commercial agreements with every conceivable protection can create ambiguity, conflict and disputes. This article argues for a disciplined lean-drafting approach for UK companies, with a practical checklist drawn from English contract interpretation principles and a cautionary note from the firm's own name.
Regulatory Breach, Contractual Response: A Drafting Playbook for Compliance Warranties
Technology & Regulation

Regulatory Breach, Contractual Response: A Drafting Playbook for Compliance Warranties

Generic promises to comply with all applicable laws rarely give a business the remedy it needs when a supplier or customer breaches FCA, CMA or ICO requirements. This article sets out a drafting playbook for express compliance warranties, notification duties, cure periods and termination triggers, together with the liability carve-outs that keep those remedies usable.
The Mediation-First Court: Redrafting Dispute Resolution Clauses for Commercial Certainty
Commercial Contracts

The Mediation-First Court: Redrafting Dispute Resolution Clauses for Commercial Certainty

UK courts are increasingly willing to require parties to attempt mediation before trial, and 2026 is likely to bring further formalisation of alternative dispute resolution. Commercial parties should revisit their dispute resolution clauses to avoid costs penalties and preserve the right to litigate where settlement fails.
Guarding the Perimeter: Contractual Controls for the Failure to Prevent Fraud Offence
Technology & Regulation

Guarding the Perimeter: Contractual Controls for the Failure to Prevent Fraud Offence

The failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 exposes large UK organisations to criminal liability for fraud committed by associated persons. Contracts with agents, distributors and subsidiaries should be revisited to embed due diligence, warranties and compliance controls.
Beyond the SaaS Template: Contractual Controls for AI Procurement
Technology & Regulation

Beyond the SaaS Template: Contractual Controls for AI Procurement

Generic SaaS terms are a poor fit for AI tools that generate outputs, change models and process sensitive data in new ways. This clause-by-clause audit sets out the contractual controls UK buyers should secure before the next renewal cycle.
Authority, Formality and the Illusion of a Binding Deal
Commercial Contracts

Authority, Formality and the Illusion of a Binding Deal

A contract can look signed, sealed and settled while still failing to bind the company behind it. This analysis examines the execution gaps that matter most under English law, from electronic signatures and delegated authority to the enduring myth that the commercial deal will override the written page.
Mistletoe, Indemnities and Incident Logs: Contracting for the 2026 Office Christmas Party
Employment & Liability

Mistletoe, Indemnities and Incident Logs: Contracting for the 2026 Office Christmas Party

Festive planning is underway, and the office Christmas party brings a familiar mix of supplier contracts, alcohol policies and employment risk. This practical guide explains how HR, operations and legal teams can allocate liability, brief managers and handle incidents without turning a celebration into a tribunal claim.
When 'Best' Is Not Enough: Drafting Endeavours Clauses for Tougher Trading Conditions
Commercial Contracts

When 'Best' Is Not Enough: Drafting Endeavours Clauses for Tougher Trading Conditions

Endeavours clauses promise effort rather than outcome, but vague drafting can leave a business without a realistic remedy when performance slips. This analysis sets out how UK courts approach best, reasonable and all reasonable endeavours, and offers a practical drafting and evidence checklist for 2026.