This Practice Note examines the remedies (heads of claim) available in the case of dismissal in breach of an employment contract (wrongful dismissal), and in particular how compensation for wrongful dismissal (ie damages for breach of the contract of employment) are assessed. It considers the general rule on entitlement to compensation, contractual termination provisions, payments in lieu (PILONs), liquidated damages, damages for the manner of dismissal (the Johnson exclusion area or zone), financial loss flowing from stigma or psychiatric harm caused by pre-dismissal breach, breach of contractual disciplinary or dismissal procedure, loss of a chance to claim unfair dismissal and the effect of failure to follow the Acas Code of Practice on disciplinary and grievance procedures. At common law an employee is wrongfully dismissed if their dismissal was in breach of the contract of employment. Normally this will mean dismissal without the notice due under that contract, but it could also cover a purported summary dismissal for cause by the employer (such as where there is an act or a series of breaches which, taken individually, would

Overage Overage is a seller’s right to recover additional payment(s) from a buyer at some point in the future, usually after completion of a sale. Often this right is triggered by the occurrence of an event which increases the value of the land (eg the grant of planning or completion of development). These contractual obligations are often contained in a separate deed. Overage is essentially a contractual obligation or positive covenant to make a further payment and therefore issues arise concerning: • binding the buyer's successors in title • protecting the seller in the event that the buyer fails to comply with its obligations In most cases the seller will employ some sort of mechanism to protect its entitlement to overage, for example a legal charge or a restrictive covenant. See: Overage—overview. Exchanging contracts There

Guidance document ‘SDLTM01300’ on HMRC’s website provides detailed guidance on options and rights of pre-emption. The grant of the option or right is the acquisition of a minor interest. It is only notifiable if stamp duty land tax (SDLT) is payable, or would be, but for the availability of a relief. However, the transaction may become notifiable, as you have rightly indicated, and tax may be due in respect of it, when the option is exercised, on the basis that it is a linked transaction (see section 77 (1)(b) and section 81A of the Finance Act 2003 (FA 2003)). The exercise of an option is notifiable even if no tax is due as a freehold or leasehold

The GDPR became directly applicable and enforceable in the EU on 25 May 2018. It should be noted that although the text of the GDPR refers throughout to the ‘Union’, it is stated on page one of the regulation that it is a text ‘with EEA relevance’, meaning all provisions are intended to be applicable in respect of all EEA members, not just those that also have EU membership. Once the GDPR is incorporated into the EEA Agreement and in force, references to EU Member States in the GDPR can generally be read to also include EEA members. This Q&A is therefore drafted from the perspective of the position once the GDPR is incorporated into the EEA Agreement and refers throughout to the EEA for simplicity. For further information on progress with that incorporation, see the European

Power of attorney, scope and power A power of attorney is a document that is entered into as a deed under which one party (the donor) grants to the other party (the attorney) the power to act on behalf of, and in the name of, the donor. For further guidance, see Commentaries: • Powers of attorney: Halsbury’s Laws of England [16] • Exercise of authority under deed: Halsbury’s Laws of England [45] The attorney is authorised to act only so far as the terms of the power of attorney allow. This may be in general terms under a general power of attorney (under section 10 of the Powers of Attorney Act 1971 (PAA 1971)) or limited to certain acts and for specifically defined purposes. Power of attorney appointments are sometimes included as a clause in

99 year leases of ‘modest’ holiday chalets entered into in the 1970s onwards contained service charge clauses which, starting from a rate of £90 in the first year (or first three years) were then subject to an increase of 10% per annum by way of compound rate of increase. The result being that in the last year of term, on current rates, the service charge would be in excess of £1m. To counter this ‘absurd’ result, the lessees sought to argue that a correct interpretation of the service charge clause was subject to a cap of £90 in the first year and thereafter to a cap rising by the rate of 10% per annum. Despite the Court of Appeal’s initial gut reaction that the lessees’ interpretation ought to be right, it refused to imply such a cap. It was not necessary and to do so would be to rewrite the lessees’ bad bargain which is not the court’s function.

This Q&A refers to a business-to-business contract which is not subject to specific industry or sector regulation. Offer and acceptance A simple contract in writing is usually executed by way of signing and dating that document. The key requirement for the formation of a contract is that there is acceptance of the offer which is then communicated to the other party. See the following Practice Notes which contain sections on offers and acceptance and

In most cases, if a vendor wishes to sell their commercial property, they must obtain an energy performance certificate (EPC) before sale although there are certain limited exceptions. The EPC should be organised before the property is marketed as the regulations provide that the EPC must be commissioned prior to, or within seven days of the property being put on the market. The vendor then has a further 21 days for the carrying out of the necessary inspections by the commissioned contractor and the provision of the EPC itself, but if these provisions are breached the vendor can be fined between £500 and £5,000 based on the rateable value of the building, see Practice Note: Energy performance certificates (EPCs)—what are they and when are they required? Estate

Section 11 of the Landlord and Tenant Act 1985 (LTA 1985) implies into leases of dwellings for a term of less than seven years certain repairing covenants. There are some exceptions contained within the LTA 1985, for example, a letting. Section 11 provides as follows: ‘11- Repairing obligations in short leases. • In a lease to which this section applies (as to which, see sections 13 and 14) there is implied a covenant by the lessor— a. to keep in repair the structure and exterior of the dwelling-house (including drains, gutters and external pipes), b. to keep in repair and proper working order the installations in the dwelling-house for the supply of water, gas and electricity and for sanitation (including basins, sinks,

Consideration should be given to: • the definition of blackmail • the without prejudice rule Blackmail A person is guilty of blackmail if, with a view to gain for themselves or another or with intent to cause loss to another, they make any unwarranted demand with menaces. A demand with menaces is unwarranted unless the person making it does so in the belief that: • they have reasonable grounds for making the demand, and • the use of the menaces is a proper means of reinforcing the demand Menaces are serious or significant

A deed may be required by legislation (for example, for powers of attorney, section 1(1) of the Powers of Attorney Act 1971, leases and transfers of land (sections 51(1) and 52(1) of the Law of Property Act 1925 etc). For an instrument to be a valid deed, it must comply with certain formalities comprising both statutory and common law principles. The formalities required will depend on the nature of the document and the executing parties. See Practice Note: How to execute a deed. Unlike simple contracts, deeds are enforceable despite a lack of consideration. Deeds are also therefore sometimes used in situations, eg where: • there is no consideration being given in exchange for the contractual promise or there are doubts as to the adequacy of the

Overage (sometimes known as clawback or deferred consideration) enables a seller to benefit from an uplift in the value of land (eg where planning permission is obtained or where completed units are sold). Entitlement to overage is a contractual matter and overage provisions will be construed against the person seeking to rely on them. Clarity is therefore essential. See Practice Note: Overage—drafting points. There are numerous authorities where the effectiveness and applicability of overage provisions contained in sale and purchase agreements have been challenged after completion of the purchase and in none of them has it ever been found that the provisions were invalid by reason of the fact that they are contained in the agreement and not in a separate deed. In Sovereign