Commercial news update December 2017: implied terms, whistleblowers and TUPE liability

Commercial news update December 2017: implied terms, whistleblowers and TUPE liability

The festive season is in full swing, and it’s time to deck the halls with boughs of holly.

As well as keeping up-to-date with new legal developments, lawyers also have a plethora of Christmas drinks, office parties, shopping and holidays to enjoy. How to fit it all in is a perennial problem. Fortunately, our Commercial news update for December, created in partnership with Radius Law, is here to help.

Quicker to digest than a mini-mince pie, it brings together in one place the latest key developments relevant to in-house lawyers. This month’s update looks at recent caselaw on contract interpretation, the Royal Mail whistleblower case and the risks associated with TUPE transfers.

Our updates always focus on the commercial aspects, and look at the practical steps to consider.

Watch or  listen—and be fully up-to-speed in less than 10 minutes.

And may we take this opportunity to wish you all a very happy festive season!

This month, we cover the following:

Corporate & Commercial—tune in from 0:14 secs

Precise terms must be observed when serving a warranty claim, communications company Zayo found to its cost in Zayo v Ainger. A sale agreement required that any claim be served on all sellers at their specified addresses. Unfortunately for Zayo, one of the sellers had moved and the courier delivered the notice to an alternate address. Zayo’s claim was knocked out for not being validly served.

What happens where a contract term is not clearly stated but is so obvious that it goes ‘without saying’? Answer: the term is implied, according to

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About the author:
Iain founded Radius Law in September 2013 which has been designed to meet the exacting standards that Iain had of his law firms during his time as an in-house counsel.


Iain’s in-house career spans 14 years with the 7 years from 2006 to 2013 being the General Counsel and Chief Compliance officer for the Mercedes-Benz UK Group. In this role he led a team of 18 staff.
Iain has previously been recognised in the Financial Times Innovative Lawyers report as a thought leader in legal management. He has spoken regularly and had published articles particularly on how to measure legal value.

Aside from legal management, Iain has significant expertise in regulatory work, particularly competition law and anti-bribery. Iain has led the implementation of large scale compliance programmes and also managed regulatory investigations.

Outside of the day job Iain has a passion for community projects and has been a non-executive director of a housing association and also established a debt advice centre. This social conscious approach continues in Radius Law with a bold commitment to pay 10% of profits to charity.