Formation and identity
Parties to a contract
Getting the parties wrong is one of the most expensive mistakes in commercial contracting. English law identifies the parties by construing the agreement against the background known to both sides when they signed, so a vague or incorrect name can leave you suing the wrong entity, facing personal liability, or litigating for years before anyone reaches the merits.
Pillar guide
Identifying the parties to a contract under English law.
Getting the parties wrong is one of the most expensive mistakes in commercial contracting. English law identifies the parties by construing the agreement against the background known to both sides when they signed, so a vague or incorrect name can leave you suing the wrong entity, facing personal liability, or litigating for years before anyone reaches the merits.
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All parties to a contract guides.
Start with the main guide or open the specific clause question you need.
How English law decides who the parties are, and how to name entities, verify authority, and avoid the liability traps in the parties clause.
Who has authority to sign a contract?Actual, implied, and apparent authority, the Freeman & Lockyer test, and how to verify a signatory can bind the other side.
Is a parent company liable for its subsidiary?Why separate legal personality means no automatic liability, what Vedanta and Okpabi changed, and why you need a parent guarantee.
Trading names and personal liabilityWhy contracting under a trading name alone risks personal liability, what Hamid decided, and how to name and sign for the company.
The Contracts (Rights of Third Parties) Act 1999How non-parties can enforce your contract, why the 2024 Supreme Court ruling strengthened the presumption, and the exclusion clause you need.
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Know the rule. Then inspect what changed in the document.
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