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Brexit Day - What Do You Need to Change in Your Contracts?

on Friday, 31 January 2020.

Today is Brexit Day. After three and a half years of political wrangling, it is now happening. The UK is leaving the European Union. But what does it mean for your commercial contracts?

Whether you are supplying or purchasing goods, services or IT, leaving the EU is going to have a major impact on you. It's time to dust off those contracts that were signed some time back and sitting in a drawer somewhere, and look at what now needs to change in your contracts.

How Can I Change My Contracts?

Contractual changes can be made simply with a variation agreement or deed of variation (the exact form depends on the circumstances). The first step to take is to review and decide what needs to be updated to ensure the contracts still work as the parties want.

What Do I Need to Change?

We don't yet know the terms of a future trade deal with the EU, so the bulk of key clauses such as data protection, which may be potentially affected, do not need to change yet, during the transition period.

Even the last clauses in the contract - governing law and jurisdiction - could be impacted. They may or may not need to change, depending on the outcome of the trade negotiations. Watch this space or contact us if you do want to discuss the commercial impact on your organisation of the outcome of the negotiations.

But in the meantime, the one certainty is that the UK is leaving the EU. And that means that any references to the EU in your contract need to be updated - now. Do you have a distribution agreement that refers to rights in the EU? Should that change to add the UK? Or what about references to data needing to be kept within the EU - should that now refer to the EU or UK? These are just some examples.

Some businesses have already been asking for our help in looking ahead to consider whether to change their contracts based on the potential impact of a change in trading relations with the EU. Force majeure clauses are unlikely to protect contracting parties, so what about new clauses that allow changes in prices or delivery times in the event of new tariffs, quotas or other rules?

If you want help with considering the impact of Brexit - whether just the mere fact of the UK leaving the EU or planning ahead for potential outcomes after the end of the transition period - please contact Paul Gershlick in our Commercial team on 01923 919 320.

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