In some circumstances, the law recognises that there can be a relationship in which there is an increased risk that one of the parties has an undue influence over another party. Where the vulnerable party has been induced by undue influence to enter into a transaction (such as a mortgage), it will be set aside as against the dominant party. This may then have an effect in respect of the mortgagee. In Royal Bank of Scotland plc v Etridge (No 2), it was established that banks and other lenders are on inquiry that there may have been undue influence where the vulnerable party offers to be a surety for

Application of the Public Contracts Regulations 2015 The Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, implement the Public Contracts Directive 2014/24/EU. PCR 2015, SI 2015/102, Pt 2 set out the rules on the procedures for procurement by contracting authorities with respect to public contracts and design contests which have an estimated value exceeding the relevant financial threshold set in PCR 2015, SI 2015/102, reg 5 and are not excluded. Not all transactions require a public procurement procedure advertised and tendered in accordance with PCR 2015, SI 2015/102, Pt 2. The applicable rules and procedures (and exclusions) will depend on the circumstances and nature of the deal and the contracting authority’s role in the transaction. Where a project includes a land transaction, as well as works and/or services, a careful assessment must be made by the contracting authority as to whether the arrangement is subject to

Surveys conducted regularly show that a large proportion of potential purchasers would be put off buying a property if they knew that a murder or other serious crime had been committed there. In the age of the internet, it is relatively easy to carry out a search to see if there has been any reported incident relating to the property. However where there has been a misdescription of the property, this may amount to a breach of contract and, if substantial (being one which, but for the misdescription it can reasonably be supposed that the purchaser would not have entered into the contract—Flight v Booth and the innocent party is prejudiced by the error, can lead to rescission of the contract (Standard Condition 7.1.1(b) of the Standard Conditions of Sale (5th ed.)). Further, where the vendor has made a false statement to the purchaser which induced

A contract of insurance There is no statutory definition of an insurance contract, despite the fact that effecting and carrying out contracts of insurance are regulated activities under the Financial Services and Markets Act 2000. The generally accepted position, and the starting position taken by the Financial Conduct Authority in its perimeter guidance (PERG) (PERG 6.3.4 and PERG 6.5) has been to look to common law. The description of insurance given in Prudential v Commissioners of Inland Revenue is usually regarded as a good starting point. This case describes a contract of insurance as one whereby one party (the insurer) promises in return for consideration (the premium) to pay to the other party (the insured) a sum of money, or to provide them with a corresponding benefit,

If a farm worker resigns from their employment, any contractual break clause contained in the assured agricultural occupancy agreement is of no effect and statutory protection is not lost. We have been unable to find any corresponding provision in relation to a contractual break clause if the landlord terminates the tenant’s employment. Tenant terminates their own employment In relation to a contractual break clause, section 25(4) of the Housing Act 1988 (HA 1988) specifically provides that if the tenant gives notice terminating their employment, that notice will not constitute a notice to quit in respect of the assured agricultural occupancy and any

The right to buy (RTB) scheme enables eligible council and housing association tenants to buy their home at a discount. The maximum amount of discount is reviewed annually, and currently, the maximum discount stands at £84,200 (or £112,300 if the property is in London). The discount given will depend on how long the buyer has been a tenant with the public sector landlord (for ease of reference, ‘the council’), the type of property, and the value of the property. If the buyer goes on to sell the RTB property within five years of buying it, then a percentage of the discount will have to be repaid. The percentage decreases with each passing year of the purchase. In

The National Security and Investment Act 2021 (NSIA 2021) allows the government to scrutinise and intervene in certain acquisitions made by anyone, including businesses and investors, that could harm national security. It provides for a legal obligation for an acquirer to inform the government of any acquisition of certain entities within prescribed sensitive areas of the economy (of which there are 17 set out in the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 (NSIA Regulations 2021), SI 2021/1264). This is known as a notifiable acquisition. Communications

Various statutory requirements need to be satisfied by a company in order for it to qualify to grant enterprise management incentives (EMI) options. For further details, see Practice Note: EMI—qualifying companies. Assuming that the company has been able to satisfy these EMI requirements to date, key issues to consider regarding the sale of a minority shareholding to a corporate investor will be: • whether the corporate investor is connected with any of the existing shareholders in the company and/or • whether the terms of the minority sale will mean that the EMI company will become a 51% subsidiary of the investor company (by virtue of holding more than 50% of the nominal value of the shares) and/ or give the investor the ability to acquire control of the company in the future The EMI statutory criteria include a requirement that, in order to qualify to grant EMI options, a company must: • not be

By section 1(1) of the Protection from Harassment Act 1997 (PHA 1997) a person must not pursue a course of conduct which amounts to harassment of another and which they know or ought to know amounts to harassment of the other. By PHA 1997, s 2, a person who pursues a course of conduct in breach of PHA 1997, ss 1(1) or (1A) (which involves harassment of two or more persons) is guilty of the summary offence of harassment. By PHA 1997, s 2A, a person is guilty of the summary offence of stalking if the person pursues a course of conduct in breach of PHA 1997, s 1(1) and the course of conduct amounts to

What is a take down? In the UK, if a rights holder identifies a potential infringement on an online market place like eBay or Amazon or through social media platforms such as Twitter or Instagram, it has several options. Most commonly, the rights holder will send a cease and desist letter and/or file a take down notice. Many user-generated online platforms provide rights holders with an application form to notify the website of infringing material or products and to request that it is taken down (a take down notice). Under the Council Directive 2000/31/EC, E-Commerce Directive the online platform must act expeditiously upon becoming aware of infringing content. If it does not act quickly, the online platform could be at risk of infringing and unable to avail itself of the exemption to liability set out in the E-Commerce Directive. For that reason, many platforms will take a risk-averse approach and quickly remove content following receipt of the take

In the scenario of this Q&A, it is assumed that the arrangement will not involve any change to the terms of the EMI option (so that section 536(1)(a) of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) will not apply), nor any conversion of the option shares to shares of a different class (so that ITEPA 2003, s 536(1)(d) will not apply), nor any grant of a company share option plan option (so that ITEPA 2003, s 536(1)(e) will not apply). It is also assumed that the buyback will not have the effect that the requirements of ITEPA 2003, Sch 5 will no longer be met in relation to any of the EMI options (so that ITEPA 2003, s 536(1)(b) will not apply). On the basis

Life Sciences analysis: The UK Court of Appeal (CoA) handed down its decision in the much-awaited Merck Serono v Comptroller-General of Patents case on 28 January 2025. Not only did the three-judge bench of LJs Lewison, Arnold and Birss confirm that the court could not deviate from previous binding (UK) precedent on second medical use Supplementary Protection Certificates (SPCs), the court also noted that even if it could deviate from its own previous case law, it would not choose to do so in this case. Priyanka Madan, senior associate and specialist in SPC and pharmaceutical regulatory issues at Herbert Smith Freehills LLP, discusses the judgment.