The following Commercial practice note provides comprehensive and up to date legal information covering:
This Practice Note discusses the role and importance of defined terms in an agreement. It identifies the defined terms that most commonly appear in agreements relating to transactions and examines the approach that should be taken when reviewing or drafting an agreement containing defined terms.
For more information on boilerplate clauses generally, see Practice Note: The role of boilerplate.
For more information on the interpretation of contracts generally, see Practice Note: Contract interpretation—rules of contract interpretation.
One example of a boilerplate clause is the definitions and interpretation clause. The definitions and interpretation clause should include all of the individual defined terms that are included in an agreement and all of the provisions that are to apply to the general interpretation of an agreement and, if necessary, of certain phrases used with it. The defined terms and the interpretation provisions will normally be set out in two separate sub-clauses. The definitions and interpretation clause will usually be found at the beginning of an agreement and the terms will be set out in alphabetical order for ease of reference.
The purpose of defining terms is to avoid:
repetition within the main body of an agreement, particularly of long or complex phrases, so that it becomes easier to read and more concise, and
ambiguity in the interpretation of an agreement, by giving specific meanings to words and
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Statutory declaration of solvencyA company enters voluntary liquidation when the members of the company vote to do so by a special resolution. For more information, see Practice Note: What is a members' voluntary liquidation (MVL) and where/when is it typically used?Before the members can vote on a
The offence of causing grievous bodily harm with intentWounding or causing grievous bodily harm (GBH) with intent is triable only in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must prove the defendant unlawfully
BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies,
An intention to create legal relations is requiredThere are various situations in which a court will hold that an agreement is not binding because, though supported by consideration, it was made without any intention of creating legal relations (see, eg, Blue v Ashley).Did the parties intend to
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