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NEWS
Employment analysis: In Kankanalapalli v Loesche Energy Systems Ltd, the EAT held that an accepted job offer subject to references and right to work checks created a binding contract with conditions subsequent, not precedent. It further held that, where no notice term is agreed, a term of reasonable notice must be implied at the time of contracting. On the facts, three months’ notice was reasonable. The employer’s withdrawal of the offer without such notice amounted to breach of contract. The decision clarifies the construction of conditional offers and emphasises that implied terms must be assessed at the date of contract formation, not by reference to later or undisclosed employer practices.
GLOSSARY
The preliminary order in respect of the dissolution of a civil partnership
GLOSSARY
Conditional ownership describes situations where a person’s ownership of property is dependent on a condition being fulfilled, or is liable to be lost if a condition occurs. It is a descriptive term used across multiple contexts (for example, sale of goods, security, trusts and succession) rather than a defined statutory concept in the UK or Ireland.In commercial practice, it frequently refers to arrangements where title passes, or is reserved, subject to conditions precedent or subsequent. Common examples include retention of title clauses in sale of goods contracts, hire purchase and conditional sale agreements, and certain asset finance structures, where the “owner” holds an interest that may terminate on non‑payment or other default.In trust and estate work, conditional ownership may arise where a beneficiary’s interest is contingent on an event (such as attaining a particular age) or is defeasible on breach of a condition.Across England and Wales, Scotland, Northern Ireland and Ireland, the underlying concepts are similar, although terminology (for example, personal rights v real rights in Scots law) and the effect on third parties and insolvency may differ. Careful analysis of the relevant statutory regime, contract terms and case law is required in each jurisdiction.
PRECEDENTS
SCHEDULE Bond Number [insert bond number] Dated: Parties 1 The Employer: [insert Employer’s name] incorporated in [England and Wales] (Company Number [insert Employer’s company number]) whose registered office is at [insert address] 2 The Contractor: [insert Contractor’s name] incorporated in [England and Wales] (Company Number: [insert Contractor’s company number]) whose registered office is at [insert address] 3 The Surety: [insert Surety’s name] incorporated in [England and Wales] (Company Number [insert Surety’s company number]) whose registered office is at [insert address] (A) The Building Contract: the contract dated [insert date of Building Contract] between the Employer and the Contractor for the construction of [insert brief description of the works] (the “Works”) (B) Maximum Bond Amount: The aggregate amount of £[insert amount] (C) Expiry Date: [The date of practical completion/making good defects of the Works in accordance with the Building Contract] (D) Insolvent/Insolvency: [Insert corresponding definition from Building Contract] This Performance Bond (the “Bond”) comprises the Schedule attached at the beginning of this document and the following terms and conditions. 1 Words and phrases defined in the Schedule shall have the same meaning in these terms and conditions. 2 The Employer has appointed the Contractor to carry out the
GLOSSARY
In relation to guidance sought from the Executive, a ruling (on an ex parte basis) where the Executive is not able to hear the views of other parties involved, which may be varied or set aside when any views of the other parties have been heard. Persons must comply with any conditional ruling given by the Executive for the purpose of preserving the status quo pending any unconditional ruling. See Section 6(b) of the Introduction to the Code (Interpreting the Code—rulings of the Executive and the requirement for consultation).
GLOSSARY
A conditional share award is a commitment to issue or transfer shares to the relevant employee participant subject to the attainment of a period of service and/or performance conditions.
NEWS
Arbitration analysis: In DKB v DKC, it was decided by the Singapore International Commercial Court (SICC) that, when an award creditor seeks to enforce an arbitral award, those enforcement proceedings can be stayed in favour of arbitration under section 6 of the Singapore International Arbitration Act 1994 (IAA 1994). A dispute over whether the award creditor could enforce the award had arisen out of a post-award settlement agreement which in turn contained an arbitral clause. The court granted a conditional stay requiring the award debtor to commence arbitration under the settlement agreement. Ultimately, the stay was lifted when the award debtor did not commence arbitration. In a subsequent costs decision (DKB v DKC), the court made no order as to costs for the stay application despite the award debtor’s success in obtaining a stay. According to the court, the award debtor’s post-hearing conduct showed that the award debtor did not intend to enforce the right to arbitrate which had formed the foundation of its stay application. The court reasoned that while post-hearing conduct is generally irrelevant to costs, where a party seeks relief based on rights it has no intention of exercising, fairness and justice require departure from the usual rule that costs follow the event. Written by A/Prof Darius Chan, deputy director, Singapore International Dispute Resolution Academy; director, Breakpoint LLC; Door Tenant, Fountain Court Chambers.
GLOSSARY
A facility which exists for the purpose of changing the chemical or physical form of a material to make it suitable for a specific purpose. Also applied in waste management to a facility for processing waste to condition it for storage, transport and disposal.
PRECEDENTS
Part A—Conditions to the Scheme 1          1.1 [ Long Stop Date The Acquisition will be conditional upon the Scheme becoming unconditional and effective by not later than the Long Stop Date.] 1.2 Scheme approvals The Scheme will be conditional on: 1.2.1 its approval by a majority in number of Scheme Shareholders (or any relevant class or classes thereof), present and voting, in person or by proxy at the Court Meeting (or at any adjournment thereof), representing 75 per cent or more in value of the Scheme Shares (or relevant class or classes thereof) voted by those Scheme Shareholders (or relevant class or classes thereof)[, such Court Meeting to be held on or before the 22nd day after the expected date of the Court Meeting (ie, [insert date falling 28 days after the expected date of Court Meeting as set out in scheme document]) (or such later date (if any) as [Offeree] and [Offeror] may agree, with the consent of the Panel and/or the approval of the Court (if such consent and/or approval is required) or, in a competitive situation,
NEWS
Pensions analysis: The First-tier Tribunal (Tax Chamber) (the FTT) has allowed two of three appeals brought by NBC, a pension schemes administrator, against the decisions of HMRC to withdraw the registration of its three pension schemes, pursuant to section 157 of the Finance Act 2004 (FA 2004). The FTT held that the decision-making process was flawed because HMRC failed to provide NBC with an explanation of why it proposed to deregister the schemes, failed to provide details of the evidence on which it had based its assertions and did not give NBC the opportunity to bring relevant matters to HMRC’s attention before the decision was made. The FTT held that HMRC also failed to evaluate the gating conditions that appeared to be met and determine what weight to give them when deciding whether they justified the pension schemes being deregistered. The FTT also held that HMRC either did not consider the exercise of their discretion, or if they did, they reached their conclusions without taking all relevant considerations into account. The FTT dismissed NBC’s three appeals against information notices served by HMRC under paragraph 1 of Schedule 36 Part 1 to the Finance Act 2008 (FA 2008). Written by Rowena Wisniewska Sethi, barrister and Ilana Hirschberg, pupil at 4-5 Gray’s Inn Square.
GLOSSARY
The requirements of a receiving body in relation to the parameters with which the material must comply in order for the material to be accepted into the receiving body’s facility.
GLOSSARY
Conditions of carriage are the standard contractual terms on which a carrier transports passengers, baggage or goods, typically by air, sea, rail, road or multimodal transport. They govern issues such as the carrier’s duties, exclusions and limitations of liability, delay, cancellation, loss or damage, passenger conduct, documentation requirements and claims procedures. In UK and Irish practice, conditions of carriage are usually incorporated by reference into tickets, consignment notes or online booking terms, and operate alongside mandatory regimes such as the Montreal Convention (air), CMR (road), Hague‑Visby Rules (sea), rail regulations and consumer protection legislation. They are not generally defined in statute but are a widely used contractual and commercial expression, shaped by case law on incorporation, unfair terms and limitation clauses. Courts in England and Wales, Scotland, Northern Ireland and Ireland broadly treat conditions of carriage consistently, focussing on effective notice, contractual interpretation, statutory overrides and public policy controls (for example unfair terms in consumer contracts). For practitioners, analysing applicable conditions of carriage is essential in advising on risk allocation, drafting transport contracts, litigating cargo and passenger claims, and assessing limitation and jurisdiction clauses.