Contract Termination and Rescission

When international commercial contracts fail, the consequences differ substantially between legal systems. Under English law, termination brings primary obligations to an end while secondary obligations survive; rescission returns the parties to their pre-contractual position. Chinese contract law, governed by the Civil Code, recognises similar but not identical concepts, including rescission by agreement, statutory rescission for fundamental breach, and the equitable remedy of restitution. Emma Hartley advises clients on which legal framework best protects their position and how to structure termination clauses that account for both regimes.

Practical considerations include: notice requirements and cure periods, the treatment of deposits and advance payments upon termination, the survival of confidentiality and non-compete obligations, and the mechanism for valuing and returning partly performed work. Emma also drafts and negotiates the termination and unwind provisions that govern these outcomes, ensuring her clients have clear contractual pathways when the business relationship ends.

Dispute Resolution and Litigation Support

Emma Hartley works closely with litigation counsel to prepare the contractual foundation for dispute resolution. She advises on the drafting of arbitration agreements that account for institutional rules, seat, and governing law in a way that maximises enforceability across jurisdictions. Her practice includes preparing witness statements on contractual background and commercial context, assisting with document production and disclosure obligations in cross-border litigation, and providing expert evidence on English contract law in Chinese proceedings that involve English governing law clauses.

London Market Practice

Based in London, Emma Hartley serves clients engaged in UK-China trade, infrastructure investment, technology licensing, and commodity supply arrangements. Her London location provides direct access to the Commercial Court and the London Court of International Arbitration, where many international commercial disputes are resolved. She also maintains professional relationships with Chinese law firms and can coordinate bilingual legal teams when matters require simultaneous advice on English and Chinese law.

Professional Standards

Emma Hartley operates on fixed-fee or capped-fee arrangements for defined contractual scopes. Engagement terms are confirmed in writing before work commences, including the scope of advice, the governing law to be applied, and any limitations on reliance by third parties. She maintains professional indemnity insurance appropriate for international commercial practice and keeps detailed file records for the duration of the limitation period.

Negotiation and Drafting of International Commercial Contracts

Emma Hartley assists clients in the negotiation and drafting of international commercial contracts that allocate risk appropriately between parties operating in different legal systems. She pays particular attention to governing law and jurisdiction clauses, force majeure and hardship provisions, liquidated damages and penalty clauses, and the interaction between contractual indemnities and statutory limitation of liability rules. Each contract is structured to maximise enforceability in the likely forum of dispute, taking into account the availability of interim remedies, the rules on evidence and disclosure, and the cost and duration of proceedings.

Her drafting practice covers distribution and agency agreements, international sale of goods contracts governed by the CISG, technology licensing and know-how transfer agreements, joint venture and collaboration agreements, and service level agreements for outsourced business functions. Emma also advises on the use of standard form contracts published by the International Chamber of Commerce and the London Maritime Arbitrators Association, tailoring the standard terms to the specific commercial context while preserving the benefits of the established precedent.

Client Engagement Approach

Emma Hartley provides initial consultations to assess the contractual framework required for each client's cross-border operations. Fee arrangements are structured as fixed fees for document drafting and review, capped fees for negotiation support, and hourly rates for advisory and dispute-related work. All engagement terms are confirmed in writing before work commences, and clients receive periodic updates on the key contractual risks identified during review.

Contract Risk Assessment

Emma Hartley provides contract risk assessment services for businesses entering new international supply arrangements or restructuring existing commercial relationships. She reviews draft contracts to identify potential exposure under both English and Chinese law, advises on the allocation of risk through indemnity and limitation of liability provisions, and recommends negotiating strategies that strengthen the client's position without jeopardising the commercial relationship.