Side letter (binding)
A skeleton side letter for use between two UK companies. This standard document is intended to create a legally binding agreement to clarify, supplement or vary the terms of a main commercial contract. It serves as a framework, which requires the drafter to insert their own specific operative provisions to reflect the purpose of the agreement. The drafting notes address the principal challenge of ensuring that a side letter is enforceable under the law of England and Wales, referencing the key legal requirements for contract formation, including the intention to create legal relations, certainty and the role of consideration. It also discusses the inclusion of essential boilerplate provisions, such as those concerning third party rights under the Contracts (Rights of Third Parties) Act 1999, governing law and jurisdiction, helping parties to formalise ancillary arrangements effectively.
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