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Latest Commercial News

Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

The following Commercial news provides comprehensive and up to date legal information on Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

Exclusion clauses in online consumer contracts (Green v Betfred)

The following Commercial news provides comprehensive and up to date legal information on Exclusion clauses in online consumer contracts (Green v Betfred)

Agency—undisclosed commission—rescission—whether fiduciary relationship required (Wood v Commercial First Business)

The following Banking & Finance news provides comprehensive and up to date legal information on Agency—undisclosed commission—rescission—whether fiduciary relationship required (Wood v Commercial First Business)

Can an exclusion clause or liability cap apply to a deliberate or fundamental breach? (Mott MacDonald v Trant Engineering)

The following Commercial news provides comprehensive and up to date legal information on Can an exclusion clause or liability cap apply to a deliberate or fundamental breach? (Mott MacDonald v Trant Engineering)

Featured Commercial content

Fiduciary Duties

Who is a fiduciary?There is no comprehensive list of the relationships which give rise to the existence of fiduciary duties under common law. Some...

Joint, several, and joint and several liability

ContractWhere a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise...

Mistake in contract law

This Practice Note considers the legal concept of mistake in contract law. It examines common mistake, mutual mistake, unilateral mistake, mistake as...

Repudiation

This Practice Note concerns repudiation and sets out what a repudiatory breach of contract means. It explains how a repudiatory breach goes to the...

Practice notes

Nature and types of agency

BrexitAs of exit day (11 pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

9th Nov

Practice notes

Agreements to agree

This Practice Note considers agreements to agree, and why an agreement to agree certain contractual terms at a future date has traditionally been held...

9th Nov

Practice notes

Information society services and e-commerce

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

9th Nov

Practice notes

Wilful misconduct and deliberate default in commercial contracts

This Practice Note sets out guidance upon the meaning, use and importance of commonly used terms in exclusion and limitation of liability clauses in...

Produced in partnership with Tim Wright of Fladgate 12th Jan

In-house

Precedents

Consignment stock agreement—pro-supplier

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

Produced in partnership with Paul de Vince and Jagdeep Singh of Gateley Plc 12th Jan

Practice notes

Agent and principal relationships with third parties

This Practice Note deals with the relationships arising between principals, agents and third parties with whom the agent deals on the principal’s...

9th Nov

Precedents

Business continuity clause

Definition—Business Continuity Event Business Continuity Event means an event (whether a natural or man-made phenomenon or...

9th Nov

COVID-19

Precedents

Deed of release and waiver

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

In-house

Precedents

Execution clause—company—deed

Option 1—deed executed by a company under its common seal (model articles, where the authorised signatory is an...

9th Nov

In-house

Precedents

Letter of variation

[ON HEADED NOTEPAPER OF PARTY A][Insert address of Party B][[Insert address of Guarantor]][Insert date]Dear [name of Party B][ and [name of...

9th Nov

In-house

Practice notes

Carriage of goods by air

This Practice Note provides a summary of the common law and conventions governing international carriage by air. It explains the liability of the...

Produced in partnership with Quentin Tannock of 4 Pump Court and James Watthey of 4 Pump Court 12th Jan

Precedents

Short form letter of assignment

[On headed notepaper of the assignor]To: [Insert name and address of Assignee][Insert date]Dear [insert name of Assignee]Assignment of contractWe...

9th Nov

Practice notes

Agency and distribution compared

BrexitBrexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement,...

9th Nov

Practice notes

Private right of redress for consumers

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

9th Nov

Precedents

Month definition

Month means a calendar month; Close This is a suggested definition for the term 'month', which...

9th Nov

Precedents

Intra-group services agreement

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

Produced in partnership with Tim Wright of Fladgate 12th Jan

Most recent Q&As content

Q&As

What is the effect of a corporate signature, particularly by a solicitor's firm, eg where a letter is signed as ‘Firm A’ as opposed to being signed personally by a partner of that firm?

This Q&A assumes that:•the question relates to the use of a signature in the context of commercial negotiations•the question does not relate to...

15th Apr

Q&As

With employees largely working from home in 2020 and 2021 and outside of traditional office working hours, what does this blurring of home and work life mean for the ownership of ‘creative’ works? In these circumstances, how can tech and media companies protect their interests in their employment contracts?

With employees largely working from home in 2020 and 2021 and outside of traditional office working hours, what does this blurring of home and work...

Produced in partnership with Dr Catherine Cotter of Slaughter and May 14th Apr

Q&As

Can a document executed and described as a deed be subsequently validly varied by solicitors’ exchange of emails?

The requirements for variation of a deedIt was formerly a rule of common law that contracts entered into by way of deed could only be varied by deed....

12th Apr

Q&As

If a person who intended to sign a contract dies before signing the agreement, can their personal representative (PR) sign on their behalf or are there any other solutions to complete the contract? If a PR is able to sign, is there specific wording to include in the attestation clause?

Powers of the personal representative (PR)A personal representative (PR) has powers, under the Administration of Estates Act 1925, the Trusts of Land...

12th Apr

Q&As

What is the protocol for arranging for executing a deed when the signing parties are not physically present?

In conducting research, execution of deeds generally and the protocol for virtual executions have been focussed on.ExecutionThe various requirements...

12th Apr

Q&As

Can a deed be witnessed electronically using an e-signing platform?

Formalities for a deedThe following are the necessary requirements for a deed:•it must be in writing•it must make it clear that it is intended to be a...

Produced in partnership with Lynne Counsell of 9 Stone Buildings 12th Apr

Q&As

Is an email confirmation considered as adequate to satisfy the 'in writing' requirement for an assignment?

An assignment is an immediate transfer of an existing proprietary right, vested or contingent from one party to another. An assignment can either take...

12th Apr

Q&As

Is there a difference between a document which is ‘signed as a deed’ and one which is ‘executed as a deed’? Does this differ if being signed or executed by an individual or attorney?

Signed or executed as a deedThe wording of section 1(2) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989) confirms that an...

12th Apr

Q&As

Can a photo of a wet ink signature be used to create an original signed document?

Executing documents properly when one or more parties to a contract are not physically present is sometimes known as virtual signing or virtual...

9th Apr

Q&As

Where A stores its equipment at B’s facility and its equipment is removed without A’s knowledge, can A ask for its return or can B sell A’s equipment, without A’s knowledge or consent, in order to satisfy a debt A owes to B? If so, does A have any security over the proceeds of sale?

BailmentBailment is the legal term where one person knowingly has possession of the goods of another.The legal relationship of bailor and bailee can...

9th Apr

Q&As

Under product safety law, whose name and address (importer, producer, manufacturer or other) should be detailed on (the packaging of) an imported product placed on the market in the UK?

We have assumed that:•a company imports goods manufactured in China into the UK•the specific products are not dealt with explicitly in the products...

8th Apr

Q&As

Is an acknowledgement of assignment an enforceable contract? Can the security agent sue the third party providing the acknowledgement for breach of contract if it does not do the things it has confirmed it will in the acknowledgement (even if the language does not state that the third party ‘undertakes’ to do any of the things it has been instructed to do but rather just ‘confirms’)?

For information in general on assignments by way of security and taking security over contractual rights, see Practice Notes:•Assignments by way of...

8th Apr

Q&As

Is a smart contract enforceable where it has been executed automatically?

What is a smart contract and how might it be used?Smart contracts are computerised transaction protocols that execute the terms of a contract...

8th Apr

Q&As

What is the impact of Brexit on international transfers of personal data?

This Q&A looks at the impact of Brexit on cross-border transfers of personal data involving the UK and EEA, under the General Data Protection...

8th Apr

Brexit

Q&As

What considerations should practitioners be taking into account when deciding whether or not the provisions on ipso facto clauses introduced by the Corporate Insolvency and Governance Act 2020 apply to IP licences? Would the considerations be different as between (a) a pure IP licence, and (b) a commercial agreement containing an element of IP licensing (eg a franchise agreement or a sponsorship agreement)?

In this Q&A, ‘IP’ is taken to mean intellectual property and ‘practitioner’ is taken to mean insolvency practitioner.The Corporate Insolvency and...

Produced in partnership with Caroline Clark 8th Apr

COVID-19

Q&As

What is the sifting process for Brexit legislation?

Under the European Union (Withdrawal) Act 2018 (EU(W)A 2018), before certain proposed statutory instruments (Brexit SIs) are formally laid in...

8th Apr

Brexit

Q&As

Does coronavirus (COVID-19) qualify as a biological contamination for the purposes of a definition of force majeure? Force majeure is defined as a list of events and does not have any broader wording such as ‘without limitation’ or similar?

We have assumed that the clause in question is included in a business to business contract.You may find the following materials useful:•Practice Note:...

8th Apr

COVID-19

Q&As

Does section 233B of the Insolvency Act 1986 prevent a supplier from calling on a parent company guarantee (or other security) which is triggered by the insolvency of a customer?

The Corporate Insolvency and Governance Act 2020 (CIGA 2020) inserted section 233B into the Insolvency Act 1986 (IA 1986) as part of a package of...

Produced in partnership with Ryan Hocking of Hardwicke Chambers 8th Apr

Q&As

Is there a requirement under law that a deed has to be physically dated (ie printed out and dated with agreement by all parties who have signed remotely), or can the dating also be done electronically after parties have signed in counterpart?

We have assumed that: the query relates to the execution of a business-to-business commercial agreement subject to the laws of England and Wales.In...

8th Apr

COVID-19

Q&As