The intention of the parties, together with the detail of the agreement and particular tax implications in question, will be relevant in considering the legal position. For the purposes of this Q&A, we assume that the arrangement in question does not concern any form of interest in land. The contractual approach and tax implications will also vary in different jurisdictions. Therefore, you may wish to seek a local legal opinion depending on the location of the parties involved. The general position is that, unless assignment is prohibited in a contract, a party may generally assign the rights (benefit) under a contract to a third party without the consent of the other party. Commercial contracts often restrict assignment, but if assignment

A lease is at heart a contract between landlord and tenant which binds both parties by reason of privity of contract and which creates an estate in land which for certain purposes will also bind successors in title to the original landlord and tenant by reason of privity of estate. In answering your query, it is essential to consider the terms of the lease. It is to be assumed that the lease contains the usual covenant to yield up the property at the end of the term in repair and, if alterations have been carried out, reinstated as far as required by the landlord. The standard of repair required will, again depend on any qualifying words in the lease itself such as a proviso that the tenant shall be under no obligation to put the property into better repair and condition than it was at the date of the lease. What usually happens where there is

The amount of holiday that an employee (or worker) is entitled to is governed by the terms of their contract, subject to a statutory minimum of 5.6 weeks’ holiday (28 days for a worker working five days a week). An employee is entitled to be paid at the rate of a week’s pay in respect of each week of holiday. Holiday entitlement may start at the beginning of the holiday year (which will depend on the employee’s contract but may be the calendar year, their commencement date or some other period) or, if the employer has adopted an accrual scheme under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833, may accrue over the course of a year. These provisions

Acting outside the parameters of the licence A voluntary licence is defined in Commentary: Voluntary licences: Laddie, Prescott & Vitoria: The Modern Law of Copyright and Designs [13.2] as: ‘In the strict sense a licence is a mere permission to do that which would otherwise be unlawful and it confers no proprietary rights on the licensee: “A dispensation or licence properly passeth no interest, but only makes an action lawful which without it had been unlawful.”’ Therefore, if the licensee acts outside the parameters of the licence they be may be liable for copyright infringement. The licence—contractual terms and conditions Contractual terms are often classified into one of three types: • conditions—breach of which entitles the innocent party to (Schuler v Wickman Tool Sales): ◦ terminate the contract, regardless of the nature of the breach, and claim damages, or ◦ affirm the contract despite the breach and claim damages • warranties—breach of a warranty

Employers are not required under the Pensions Act 2008 to pay contributions on behalf of workers who are not jobholders. For these purposes, a jobholder is a worker: • who is working or ordinarily works in Great Britain under the worker's contract • who is aged at least 16 and under 75, and • to whom qualifying earnings are payable by the employer in the relevant pay reference period Where an individual is dismissed in breach of contract, ie without being given their full contractual notice or payment in lieu, damages may be awarded for the value of pension benefits that would have accrued during the notice period. For further information, see Practice Notes: • Auto-enrolment—an introduction • Calculating pension

What is a deed? A deed is a specific form of written instrument required for certain transactions. Deeds must be executed in accordance with statutory formalities that go beyond simple signature in order for the document to be valid and enforceable. Two other key features of deeds that distinguish them from simple contracts are: • deeds are enforceable irrespective of the lack of consideration (in contrast with simple contracts, which are formed pursuant to the contract law principle that requires valuable consideration to be given for the promises being made), and • the limitation period for claims made in connection with deeds is 12 years (compared with the usual limitation period for breach of contract, which is six years from the

The commercial agents regulations The Commercial Agents (Council Directive) Regulations 1993 (Commercial Agents Regulations 1993), SI 1993/3053 impose various terms on the relationship between principal and commercial agent, many of which the parties may not exclude by contract. In particular, they normally entitle the agent to a payment on termination of the agency arrangement. See Practice Note: Termination of agency. The Commercial Agents Regulations 1993, SI 1993/3053 apply only to the relationship between the principal and the commercial agent. The common law on agency continues to apply where not inconsistent with Commercial Agents Regulations 1993, SI 1993/3053. See: Agency—overview. Commercial Agents Regulation 1993, SI 1993/3053, reg 15 sets out the minimum period of notice required for termination of an agency contract. Commercial Agents Regulation

In brief Data protection laws in the UK seek to ensure information about living individuals (within the definition of ‘personal data’) is used fairly and responsibly. To help ensure that, UK data protection law imposes obligations on those ‘processing’ personal data. ‘Processing’ is broadly defined to include doing most things with data, including storing, deleting, collecting, disclosing or using it. One of the key protections under UK data protection law is the set of obligations that apply in relation to the engagement by ‘controllers’ (usually meaning those that decide the purposes and means of processing) of ‘processors’ (those that process personal data on behalf of a controller further to the controller’s instructions). Among other things, UK data protection law requires a contract to be put in place between a controller and a processor containing certain minimum provisions and it requires a controller to ensure that any processor(s) it engages are suitable. In an outsourcing arrangement, the customer will often act as controller and the supplier as its processor. This Practice Note introduces the requirements

Banking & Finance analysis: This case involved an application for an interim injunction by a contractor to restrain a bank from paying an employer under a performance bond, which secured the contractor’s payment obligations in relation to a construction contract. The employer terminated the contract based on the contractor’s alleged breaches and, although the contractor disputed this allegation, it notified the employer of its view that the termination was repudiatory and accepted as such. The High Court refused the contractor’s application, reaffirming the position that an injunction against a paying bank will only be granted on clear evidence of fraud, which was not alleged here. The court did not accept the contractor’s contention that employer’s repudiatory breach of the underlying contract discharged the bond, ruling that the bond’s standard savings clause was wide enough to include repudiatory termination. Applying the American Cyanamid test, the court ruled that damages were an adequate remedy and that the balance of convenience firmly favoured refusal of the injunction, including the avoidance of wider reputational harm to the performance bond market. Written by Robert Aulsebrook, Senior Counsel at Akin Gump LLP.

Arbitration analysis: The Commercial Court refused to overturn an arbitral award, following a jurisdictional challenge made under section 67 of the Arbitration Act 1996 (AA 1996). This arose from the Korean corporate restructuring of an original counterparty to a supply contract, which had occurred before the arbitration was commenced. The award debtor contended that, in the context of the restructuring, the award creditor was not in fact a party to the supply contract, had not commenced the arbitration and that there had been no valid transfer to the award creditor of the right to arbitrate. The case provides useful guidance for parties in relation to how the English courts will treat challenges to arbitral awards based on the contested impact of corporate succession and where questions are raised in relation to the transfer of rights to bring claims in arbitration. Written by Rebecca Warder, Head of Knowledge at Hausfeld LLP.

PI & Clinical Negligence analysis: The responsibility for the actions of those engaged (or acting) on behalf of others has been widely considered and expanded by recent authority at Supreme Court level (Various Claimants v Barclays Bank Plc, Various Claimants v Catholic Child Welfare Society and BXB v Trustees of the Barry Congregation of Jehovah’s Witnesses. However, despite this expansion the continuing importance and status of true independent contractors was acknowledged by the High Court. In his recent judgment, Mr Justice Sweeting (JD Wetherspoon Plc v Burger) highlighted the importance of the distinction between a contract for service and a contract of service. While commercial reality meant that control would exist in this relationship this should not be an indicator for an exercise to change the status of what was an independent third party. Written by Johnathan Payne, barrister at Deka Chambers, London.

DR analysis: The approach in assessing cross-undertakings in damages on the discharge of an injunction is essentially compensatory and not punitive. It is therefore to be made upon the same basis as that upon which damages for breach of contract would be assessed if the undertaking had been a contract between the claimant and the defendant that the claimant would not prevent the defendant from doing that which he was restrained from doing by the terms of the injunction. This can be a difficult assessment where a party has lost its ‘first-mover advantage’ as here; the court has to take a view as to what would have happened in the future if something had not happened in the past and make an estimate as to what were the chances that a particular thing would have happened and reflect those chances in the amount of damages it awarded.