Sponsorship agreement: Scots law vs English law

What to take away

Why jurisdiction clauses matter for Scottish creator deals

A sponsorship agreement is a commercial contract. When a Scottish creator signs with a brand based in London or Manchester, the contract must say which law governs it and which courts hear disputes. Without that, you risk arguing about the forum before you argue about the fee.

Scots law is a distinct legal system. It shares some principles with English law but differs on court structure, limitation periods and third-party rights. A clause copied from an English template may not work as intended in Scotland.

Jurisdiction clauses do two jobs. First, they select the governing law. Second, they select the court or arbitration seat. A clause that says "the courts of England and Wales" will usually send a Scottish creator's claim to London, even if both parties live in Glasgow.

That matters in practice. Instructing English solicitors and travelling to a hearing adds steps that can outweigh a modest sponsorship budget. Scottish creators should push for Scots law and a Scottish court when the brand has a Scottish presence or the work was performed here.

The alternative is arbitration. A well-drafted arbitration clause can keep the dispute private and choose a Scottish seat. In Scotland, domestic arbitration is governed by the Arbitration (Scotland) Act 2010. The Arbitration Act 1996 applies in England and Wales, so a Scottish seat and an English seat operate under different statutes. See the Arbitration Act 1996 (England and Wales) for the English framework.

Before pricing a deal, review the commercial contracts terms, because jurisdiction and governing law affect what you can recover if the brand fails to pay.

Court routes: Sheriff Court and Court of Session against England and Wales

Scotland has its own court structure. The Sheriff Court hears most civil claims, including contract disputes over sponsorship fees, deliverables and breach. It sits in sheriffdoms across the country, so a creator in Aberdeen, Dundee or Inverness can raise an action locally.

The Court of Session is Scotland's supreme civil court, based in Edinburgh. It hears high-value or legally complex cases, and it also acts as the appeal court for sheriff court decisions. A sponsorship dispute worth a few thousand pounds will not normally start there.

England and Wales use a different split. The County Court hears smaller claims, the High Court hears larger ones, and there is no direct equivalent of the Sheriff Court's combined jurisdiction. That difference matters when you are choosing a forum in the contract.

Sheriff Court procedure is generally simpler than Court of Session procedure. For most creator sponsorship claims, that is the practical route. The current route for smaller claims is Simple Procedure, which replaced the old small claim procedure; larger claims may be raised as a summary cause or ordinary cause depending on value. A solicitor can advise on the correct route.

Court of Session actions carry more procedural steps. They suit disputes over long-term brand partnerships, exclusivity breaches or reputational damage where the sums justify the process.

Drafting points that differ under Scots law

Governing law and jurisdiction are separate choices. Governing law decides which rules apply to the contract. Jurisdiction decides which court hears the dispute. You can have Scots law with English jurisdiction, but that combination creates extra cost and uncertainty.

A clean clause for a Scottish creator reads: "This agreement is governed by Scots law and the parties submit to the exclusive jurisdiction of the Scottish courts." That keeps both choices aligned.

Exclusion clauses need care. The Unfair Contract Terms Act 1977 governs exclusion clauses and unfair terms in business contracts, and it applies in Scotland. A brand cannot simply exclude liability for breach in a way that fails the reasonableness test. Check the Unfair Contract Terms Act 1977 for the statutory framework.

Scots law also has its own rules on penalty clauses and retention of title. If a brand withholds payment for late delivery of content, the clause must be a genuine estimate of loss, not a punitive deduction.

Delivery obligations should be specific. State the platform, format, posting window and whether the brand can request revisions. Vague deliverables are the most common source of sponsorship disputes in Scotland and elsewhere.

Morality clauses appear in most sponsorship agreements. Under Scots law, a clause allowing termination for reputational harm must define the trigger. Open-ended clauses are harder to enforce.

Intellectual property ownership should be explicit. Scottish creators often assume they keep copyright in their content. Unless the contract assigns it, they usually do, but licences for brand use must state duration, territory and media.

Contract terms, third-party rights and limitation periods

Third-party rights are a major difference. The Contracts (Rights of Third Parties) Act 1999 allows a non-party to enforce a contract term in England and Wales. Scotland has no equivalent statute. Instead, a third party may have rights under the Scots common-law doctrine of ius quaesitum tertio, but those rights must be created expressly in the contract or clearly conferred by its terms.

That matters when a brand's parent company, agency or affiliate relies on the deal. If the agency is not a party but needs to enforce payment or delivery, the contract must say so expressly. See the Contracts (Rights of Third Parties) Act 1999 for how the English position works.

Limitation periods also differ. In Scotland, the five-year period under the Prescription and Limitation (Scotland) Act 1973 applies to most contractual claims. In England and Wales, the Limitation Act 1980 sets a six-year period for simple contract claims. The Limitation Act 1980 is the English statute, and it does not apply in Scotland.

A shorter limitation period means Scottish creators should act sooner. If an invoice goes unpaid, the clock starts from the date payment was due, not the date you noticed. Diarise the deadline.

Interest on late payment is another drafting point. Scots law allows contractual interest, and the Late Payment of Commercial Debts (Interest) Act 1998 applies across the UK. State the rate and when it starts.

Tax treatment is not a contract term, but it affects net pay. HMRC treats sponsorship income as trading income for self-assessment. Scottish creators should keep records of fees, expenses and platform deductions.

Enforcement and cross-border disputes with English brands

Enforcing a Scottish judgment in England and Wales is straightforward. The courts recognise and enforce each other's judgments under the Civil Jurisdiction and Judgments Act 1982. A Sheriff Court decree can be registered and enforced south of the border.

The reverse also applies. An English judgment can be enforced in Scotland, usually by registering it with the Sheriff Court. That means a jurisdiction clause choosing English courts is not a barrier to recovery, but it does add steps.

If the brand is based in England and the contract chooses Scots law, you can raise an action in Scotland. The brand must then defend in Scotland or challenge jurisdiction. Most will not challenge if the contract says Scots law and Scottish jurisdiction.

Arbitration can be quicker and more private. A Scottish seat keeps the process local, and the Arbitration (Scotland) Act 2010 provides the procedural framework. Arbitral awards are enforceable in both jurisdictions.

Before signing, review five creator risk scenarios that commonly lead to disputes, including non-payment, scope creep and exclusivity conflicts.

Cross-border disputes are also shaped by advertising rules. The CAP Code and CMA influencer guidance apply across the UK, and the Consumer Protection from Unfair Trading Regulations 2008 provide the statutory basis for much CMA enforcement on sponsorship disclosure. Because these rules are UK-wide, the disclosure position is largely the same in Scotland and England and Wales; the difference lies in how a breach is enforced through the Scottish courts or through the ASA and CMA.

Checklist before signing a Scottish sponsorship agreement

Work through the checklist before you sign. If a clause is unclear, ask for it in writing. For a wider review of disclosure and compliance, see the rules and ethics guide.

Common questions