This Q&A considers the potential residence nil rate band available in a situation where a surviving spouse dies after the exchange of contracts but before the completion of the sale of a residential property. A lasting power of attorney (LPA) will automatically be revoked on the death of the donor. See regulation 22 of the Lasting Powers of Attorney, Enduring Powers of Attorney and Public Guardian Regulations 2007, SI 2007/1253. If a seller (or one of them) dies between exchange and completion, the validity of the contract is not affected. The benefit and burden of the contract passes to the personal representatives (PRs) of the deceased who are bound to complete. For further information, see: • Commentary: Death of a contracting party: Halsbury's Laws of England [204] See also Q&As: • Under what circumstances can an executor, prior

Where a solicitor instructed by a tenant has negligently failed to include a break clause in the lease, the tenant has an action under the tort of negligence. Section 2 of the Limitation Act 1980 (LA 1980) sets out the limitation period for claims in tort: 'An action founded on tort shall not be brought after the expiration of six years from the date on which the cause of action accrued.' As can be seen from LA 1980, s 2, the crucial question for working out when the six year limitation period begins to run is to ask when the cause of action accrued (the tenant is also likely to have a claim in contract, but the limitation period in contract is likely to start

Transfer of title Section 17 of the Sale of Goods Act 1979 (SGA 1979) provides that where there is a contract for the sale of specific or ascertained goods the property in them is transferred to the buyer at such time as the parties to the contract intend it to be transferred. The general rule under SGA 1979, s 21 is that where goods are sold by a person who is not their owner, and without the owner’s consent, the buyer acquires no better title than the seller, unless the owner is precluded from denying the seller’s authority to sell, as detailed below. A non-owner of goods may be able to transfer good title under: • the doctrine of estoppel • a sale by an agent within usual authority • a sale by a mercantile agent, ie where the agent is in possession of the goods with the consent of the owner and it

A person appointed as a director of a company is an office-holder and is not, by that appointment alone, also an employee of the company. A director may however enter a service agreement with the company and thereby become its employee as well as a director of it. See Practice Note: Office-holders. A service agreement will set out the parties to the contract and record the terms and conditions of the director’s employment. See, for example, Precedent: Executive service agreement. For the purposes of this Q&A, it is assumed that the director was also an employee of the company. The termination of an employment contract by the employee will constitute a dismissal if he or she is entitled to terminate it because of the employer's conduct. This is colloquially known as a 'constructive dismissal'. Constructive dismissal occurs when: • there has been an actual or anticipatory breach of

As a matter of law, where a party (whether legally represented or otherwise) signs an agreement they are taken to have understood and read the terms of that agreement. There are only limited circumstances in which the courts will intervene to rescind a contract and treat it as void, these are: • fraudulent misrepresentation • bribery • duress • mental incapacity For more information on these issues, see Practice Note: Rescission of a contract. Absent such circumstances, the party will remain bound by the terms of the agreement—however they may have a right to claim against their legal representative for the failure to advise as to the terms of settlement and the consequences of accepting or rejecting any offer

When dealing with a claim for financial loss, a party may claim damages for wasted staff time if those staff have been diverted from their usual activities to undertake work to deal with the consequences of a breach of contract (AEW Architects). Note, however, there may be circumstances where the additional work necessitated by a breach of contract is sufficiently limited in extent that the company cannot sensibly be regarded as having suffered a loss because the employee in question had to do it or where the employee(s) were so underemployed that the company did not suffer any loss simply because they had to work a bit more (this was considered in Balmoral Group). Where an innocent claimant establishes its cause of action, it can recover any management time reasonably spent dealing with the consequences of the breach (AEW Architects). What evidence will I need to provide? The authorities were reviewed by the Court of Appeal in Aerospace Publishing, which outlines

The terms 'career break' and 'sabbatical' have no particular legal meaning, and the label given to the break is not determinative of its legal nature. In practice: • the term 'career break' is often used to describe a longer period of unpaid leave during which the employment contract may continue, but more often does not, and • the term 'sabbatical' is used to describe a shorter period of leave which is often unpaid but might be paid or partly-paid, during which the contract does continue Typically, an employee on a longer career break will retain fewer rights than an employee on a shorter sabbatical. Each situation will turn on its own facts however and will depend on what the parties have agreed (expressly or impliedly) and any statutory rights which may continue during the break. The crucial question

Under the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006), any purported variation of a contract of employment that is, or will be, transferred is void 'if the sole or principal reason for the variation is the transfer' However, such a variation will not be void: • if the sole or principal reason for the variation is an economic, technical or organisational reason entailing changes in the workforce (ETO reason), provided that the employer and employee agree that variation, or • the terms of that contract permit the employer to make such a variation In determining whether the transferee can change the provider of an employee benefit following a relevant transfer under TUPE 2006, it will therefore be necessary to: • identify the contractual and non-contractual terms of employment • assess whether the proposed change amounts to

This Checklist sets out points to consider when drafting and agreeing an advance payment bond for a construction project. See also Practice Note: Advance payment bonds. • Parties—a party with a registered office outside of England and Wales may be required to specify an address for service within England and Wales. Think carefully before accepting a surety based outside the UK and (where appropriate) check that the surety is duly authorised to issue bonds in the UK. Always insert company registration numbers so companies can be identified in the future. • The relevant contract—set out details of the building contract and the works to which the advance payment bond relates. • Advance payment—specify the amount and cross reference to the relevant

[Insert in para 6.1 of response form ET3:] 1 It is [accepted OR denied] that the Claimant was employed by the Respondent as a [insert claimed job title] from [insert date] until her dismissal on [insert date]. It is [accepted OR denied] that the Respondent is [insert brief description of the nature of the Respondent]. 2 The Respondent denies that it has in any way acted unlawfully towards the Claimant as alleged or at all. 3 [It is [accepted OR denied OR that the Claimant’s contract of employment included a notice period of [insert details, eg three months].] 4 [It is accepted OR denied] that the Respondent did not provide the Claimant with the required employment particulars. [The Claimant was provided with and signed a contract of employment on [insert date].] ] [Insert

For information on settlement agreements generally, see Practice Notes: Settlement agreements in employment—legal requirements, and Settlement agreements in employment—practical and tax issues. For information on the right to notice and payments in lieu of notice (PILONs), see Practice Notes: Contractual notice and Payment in lieu of notice (PILON). The right to notice under the contract of employment means a right for the employee to remain in employment for the period of notice, not simply to be paid for it. An employer will therefore often include in the contract an express right for the employer to make a PILON as an alternative to giving notice, to ensure the employer has the option of terminating the employee's employment and removing the employee from the workplace at any time. If there is a PILON,

Provisions relating to setting up a project bank account may be included within the building contract itself, or could be set out in a separate project bank account agreement with enabling provisions in the building contract. See Practice Note: Introduction to project bank accounts. The parties to be paid out of the account will also need to enter into a trust deed. Key points to consider when reviewing/negotiating project bank account documentation are: • which parties will set up the project bank account and be the account holders? This could be the employer and contractor together, or only one of them • the documentation must provide that the sums in the account are held on trust for the participants of the project bank