Dispute Resolution analysis: This judgment, concerning a multi-faceted claim for breach of warranty in the context of environmental wrongdoing, provides helpful guidance to both litigants and draftsmen involved in sale and purchase agreements. Judge Keyser QC examines some unusual wording in such a contract and its consequent effect on the claims in contract and tort available to the purchaser of an overvalued company with a concealed history of significant environmental wrongdoing. Written by Natalie Todd, partner and Anastasia Tropsha, lawyer at PCB Byrne LLP.

Cost of training Employees have the statutory right to time off for training in a number of circumstances. See for example Practice Notes: • Rights relating to activities involving unions • Health and safety—employer consultation and employee representatives • Right to request study or training In other circumstances, the question of whether an employer has to pay the cost of training they instruct the employee to go on is likely be a matter of contract. If the employment contract is silent on the question, and the matter is not otherwise agreed, the question of whether the cost of training is paid by the employer or the employee may be relevant to whether the instruction

Unless the employment contract stipulates otherwise, salary is deemed apportionable and accrues from day to day. Where an employee is entitled to an annual salary paid on a monthly basis, this means that, if the contract comes to an end by death, dismissal or some other event, the employee (or his estate) is entitled to an apportioned part of the month’s salary payment. In Hartley, the Supreme Court considered the case of teachers paid an annual salary, where monthly payments were made every month,

A collateral warranty is an agreement that is ancillary to the primary contract. The purpose of a collateral warranty is to ensure that a party that would not otherwise be in a direct contractual nexus with the entity that is carrying out works (such as, for example, design works or building works) does have a direct contractual claim without having to rely on the Contracts (Rights of Third Parties) Act 1999. They became more prominent in the construction industry following the rejection of the approach to tortious liability in Anns v Merton London Borough Council in D&F Estates v Church Commissioners and Murphy v Brentwood District Council, which made it much more difficult to bring a claim in negligence for defective building work. For more information, see Collateral warranties—overview. The question does not specify the form of contract in the primary contract or if a standard form collateral

Lawful bases for processing The General Data Protection Regulation, Regulation (EU) 2016/679, Art 6(1) (GDPR), sets out six legitimate bases for the processing of personal data and to comply with the lawfulness, fairness and transparency principle (set out in GDPR, Regulation (EU) 2016/679, Art 5(1)(a)) at least one of these six conditions must be met. These conditions include: • consent—ie the data subject has given consent to the processing of their personal data for one or more specific purposes (GDPR, Regulation (EU) 2016/679, Art 6(1)(a)) • performance of a contract—ie the processing is necessary for the performance of a contract to which the data subject is a party or to take steps at the request of the data subject before entering into a contract (GDPR, Regulation (EU) 2016/679, Art 6(1)(b)) • compliance with a legal obligation—ie the processing is necessary for compliance with a legal obligation

The Conditions of Sale 2023 (Revised) Edition was published on 16 April 2024 and amends the Conditions of Sale 2023 which was issued on 20 October 2023 and has been in use for all transactions since 1 November 2023. The text of the revised conditions are available on the Law Society Website available here. The following changes were made to the Conditions of Sale 2023 Edition: • The conflict between General Condition 2(f) and General Condition 49 (Severance) has been resolved. General Condition 2(f) has been deleted and General Condition 49 (Severance) has been updated and now reads as follows: ◦ If any term, provision, clause or sub-clause of this Contract (or as the case may be, any part of any term, provision, clause or sub-clause of this Contract), not going to the root of this Contract, shall in whole or in part be unlawful, void or unenforceable or shall

Business-to-consumer contracts for the hire of goods (including second-hand goods) fall within the remit of the Consumer Rights Act 2015 (CRA 2015). CRA 2015 does not expressly address what the trader can request in the circumstances described in the Q&A. The consumer’s liability for the damage to the goods will be set out in the contract between the consumer and trader. However, a term requiring the repair or replacement in the way explained in this Q&A may be considered unfair under CRA 2015, Pt 2 which deals with unfair terms. An unfair term in a consumer contract is not binding on the consumer (CRA 2015, s 62(1)). Note that whilst an unfair term is not binding, the rest of the contract continues to have effect.

The common law doctrine of privity of contract means that a person who is not a party to it cannot, as a general rule, take the benefit of rights or be bound by obligations arising under it. The distinction between a mere contractual relationship and an estate or interest in land is that the rights created under the former are rights in personam whereas the rights created under the latter are rights in rem. A right in personam is enforceable against certain specified parties only, generally the parties to the contract which creates the rights in question, whereas a right in rem is enforceable against the whole world. Thus, the rights of a lessee of land are enforceable not only against the lessor with whom there is privity of contract, but also against the successors in title of the lessor who

We assume for the purposes of this Q&A that the contract is a commercial agency contract where the parties have specified the laws of England and Wales as its choice of governing law and jurisdiction and there is no clause stating the agent’s entitlement to indemnity on termination of the contract. Application Council Directive 86/653/EEC (Commercial Agents Directive) on the coordination of the laws of Member States relating to self-employed commercial agents was implemented into the UK by the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 (Commercial Agents Regulations). The Commercial Agents Regulations apply where the agent undertakes agency activities in England, Scotland and Wales, regardless of where the principal is located. Equivalent legislation applies in Northern Ireland. Similar provisions apply in each of the European Economic Area (EEA) countries. Each EEA country has their own implementing legislation and local legal advice should

An offer of alternative employment in a redundancy situation is relevant both in the context of determining whether or not the employer has followed a fair redundancy procedure, as well as (as an entirely separate legal consideration) in the context of determining whether or not the employee is entitled to a statutory redundancy payment. In this Q&A we refer to the latter context. Assuming an employee is eligible for a statutory redundancy payment, the circumstances in which he or she may lose their entitlement to the statutory redundancy payment are as follows: • where an offer (whether in writing or not) is made to an employee before the original contract expires— ◦ to renew their contract of employment, or ◦ to re-engage them under a new contract of employment with renewal or re-engagement

Property Disputes analysis: This decision analyses the interaction between the equitable doctrines of proprietary estoppel and constructive trusts, and the formalities required by section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989) for a valid contract for a disposition of land. The court considered whether a claim in proprietary estoppel was available where a contract for sale of property was invalid for want of compliance with LP(MP)A 1989, s 2, in the absence of a trust claim which would be excepted from the section under LP(MP)A 1989, s 2(5). The judge allowed a claim in proprietary estoppel granting narrower relief than the claimed transfer of the property which the contract would have effected, on the basis that LP(MP)A 1989, s 2 rendered the contract void, but it did not preclude the court from granting equitable relief to prevent unconscionability between the parties, provided the relief did not amount to enforcement of the void agreement so as to go behind the statute. Written by Tamsin Cox, barrister at Falcon Chambers.

Commercial analysis: The court granted the summary judgment application of the First Claimant (‘Gama Aviation’). None of the defendant’s pleaded defences had a real prospect of succeeding. Gama Aviation was entitled to the sums claimed because it held the relevant contractual rights on the basis of either an implied novation or an assignment. The implied novation was not precluded by the contract’s clauses requiring a variation or unilateral termination to be in writing, neither of which, properly construed, applied to the discharge of a contract and its replacement by another contract by novation. The assignment was valid notwithstanding the defendant’s refusal to consent. While the contract contained a restriction on assigning rights without the other party’s consent not to be unreasonably withheld, since the defendant’s refusal to consent had been unreasonable, the claimants had been entitled to proceed without it. Gillian Hughes, Barrister at Fountain Court Chambers.