A worker is entitled to a redundancy payment under section 135 of the Employment Rights Act 1996 (ERA 1996) when: • they are an employee • they have been continuously employed for not less than two years at the ‘relevant date’ • they have been dismissed • the dismissal was by reason of redundancy For further information, see Practice Note: Entitlement to statutory redundancy payment. An individual may also have a right to an enhanced redundancy payment under the terms of their contract of employment. Where that is the case, the specific terms of the contract will govern any entitlement. For further information, see Practice Note: Contractual redundancy payments. The circumstances that constitute a dismissal under ERA 1996, s 135 are defined in ERA 1996, s 136. See Practice Note: Entitlement to statutory redundancy payment, under the section on ‘Dismissal’. In circumstances

We do not have a Practice Note on the specific point described in this Q&A, however it may be helpful to consider the following issues (without limitation): Contractual interpretation When interpreting the meaning of the contractual term, ‘the standard of a leading company in the industry’, regard should first be had to any definition provided in the contract. Where a definition is not provided, then the normal rules of contractual interpretation will apply to the term. Practice Note: Contract interpretation—the guiding principles provides a useful starting point, as it sets out the five principles of interpretation used by the courts to answer these questions, as formulated by Lord Hoffmann in the leading case of Investors Compensation Scheme v West Bromwich Building Society (ICS). In particular, one of those five principles in summary provides (among other things) that:

This Q&A refers to an agreement/clause dealing with announcements and press releases or an agreement/clause dealing with promotional services. Promotion services agreement A promotion services agreement sets out the product business or services promotion arrangements between a company and its client. The promotion can be through any medium including the internet by the provision of web promotion and advertising services. Such a promotion services contract comes in various forms. The parties may either have a short form agreement or a detailed written promotion relationship agreement. In any form, a properly prepared contract for the promotion of a business, service or product will detail the parties' rights, obligations and undertakings in connection with the required promotion services. The agreement will also set out provisions relating to the liability of the parties. For an example of a Precedent promotion agreement, see: Promotions Agreement:

Generally, as part of the transfer arrangement, a novation is executed at the time of the transfer, before the transferring company (transferor) ceases to exist. In such cases the novation is entered into between the transferor, the transferee and the other party(ies) to the novated contract. If the ‘novation’ occurs after the transferor ceases to exist, then the remaining original contracting party and the transferee can enter into a contract under which the transferee agrees to perform the ‘novated’ agreement and the original contracting party accepts such performance in substitution for the transferor’s performance. The parties will need to consider and address the extent to which the transferee is prepared to accept liability for the transferor’s performance of its obligations

The Consumer Rights Act 2015 (CRA 2015) covers consumer rights and remedies for the sale of goods and supply of digital goods and services, and reform of the law on unfair terms in consumer contracts. Application CRA 2015, s 3 applies to supplies of goods from a trader to a consumer, whether under a contract of sale, hire or hire purchase or transfer of goods (CRA 2015, s 3(2)). CRA 2015, s 48 provides that CRA 2015 applies to contracts for a trader to supply a service to a consumer, excluding contracts for service or apprenticeship and excluding gratuitous contracts in Scotland. For more information on the definitions of consumer and trader, see Practice Note: Consumer Rights Act 2015—summary. Standard CRA 2015, ss 9–14 set out the standards applying to the supplies of goods. CRA 2015, s 49(1) provides that every contract to supply a service is to

What is a suspensive condition? A suspensive condition suspends the obligation on either party to a contract to perform that contract until such time as the suspensive condition has been purified (or waived, if that is permitted by the terms of the condition), see Practice Note: Suspensive conditions in missives transferring Scottish property. It is imperative that a suspensive condition is well-drafted. Careless drafting can have unintended and often undesired consequences. For further information, see: Suspensive conditions in missives: Stair Memorial Encyclopaedia [27]. Matters which may be covered by suspensive conditions With the exception of dealing with title matters, the majority of suspensive conditions will relate to non-conveyancing matters, eg: • compliance with the relevant tax regime • planning issues • transfer of employees • site investigations • compliance with environmental law This Practice Note sets out universal considerations in drafting suspensive conditions of any kind and then considers specific points when drafting specific commonly used suspensive conditions. Universal drafting considerations Who is to benefit from

Guarantees are given by a guarantor (in this case, the parent company) in favour of a third-party beneficiary in respect of the obligations owed by another party (in this case, the subsidiary) to that beneficiary. In general, parties are named parties and the starting point is that the guarantee is given until the obligations of the obligor are satisfied under the relevant contract or the beneficiary releases the guarantor from the guarantee. For further information, see Practice Note: Guarantees and indemnities—general contract. However, a guarantee will be enforceable in accordance with its terms and it is therefore important to check the guarantee to ascertain whether liability of the parent guarantor is limited in time or expressed or intended to be given by the parent company only during a period when the parent

There are two components to this question: first, what is the effect of a notice excluding liability for death and personal injury; and second, what is the liability of the organiser of a promotional event towards a claimant who has drunk excessive alcohol? The first question is answered by section 2(1) of the Unfair Contract Terms Act 1977 (UCTA 1977), which provides that ‘a person cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence. This means that the organiser of the promotional event cannot exclude personal injury liability, or say that any attendee participates entirely at their own risk with regard to health and safety.

The exact formalities for dealing with the PSC requirements in the period between execution of a share transfer agreement and the registration of the new holder of the shares in the register of members depend to a significant extent on the existence or otherwise of certain provisions in the contract of sale. Typically, from the point of transfer of equitable title to shares, up to the time when the transferee is entered in the register of members, the transferor retains the legal title to the shares, but becomes a constructive trustee of the shares for the transferee. The nature of a constructive trust is comprehensively set out in Practice Note: Constructive trusts including an examination of the various circumstances in which such a trust may arise. One well-established circumstance is under a specifically enforceable contract, for example at exchange of contracts for the sale of land or the sale of shares. Recent

A settlement agreement is a contract between parties (whether employee and employer, prospective litigants in other areas of law or otherwise) which can be used to set out the terms on which a dispute is compromised. They are commonly used in the employment setting to end the employment relationship on agreed terms and, in particular, are used to waive any claims that the employee may have in consideration of those terms. In the context of employment, settlement agreements must comply with the requirements of section 203(3) of the Employment Rights Act 1996 (ERA 1996). This is because the section provides that any provision in a contract purporting to exclude or limit the operation of any provision in ERA 1996, or to

Where an employee is granted a share option under a Schedule 3 save as you earn (SAYE) option scheme, the employee benefits from the following tax advantages provided that they exercise the share option in one of the circumstances prescribed by the legislation (as detailed below): • no income tax on option grant • no income tax on option exercise • no income tax on any discount in the exercise price (SAYE options can be granted with a discount of up to 20% to the market value of the shares at the award date) • no income tax on any savings bonus paid on the bonus date or, if the savings contract is terminated early, on any interest payable by the savings carrier under the savings contract • no National Insurance contributions (NICs), and • CGT on disposal of the shares on gains in excess of the individual’s annual exempt allowance (where the exercise of the option is relieved from income tax, the base cost for the shares is

In order for a lease to be valid at law, it must be in writing and executed as a deed (section 52(1) of the Law of Property Act 1925 (LPA 1925)). LPA 1925, s 54(2) provides for certain exceptions, such as a lease for a term not exceeding three years, including periodic tenancies. In this scenario, given that the lease has been executed, it can be assumed that the lease falls within LPA 1925, s 52(1). By section 43 of the Companies Act 2006 (CA 2006), a company may make a contract by writing under its common seal or a contract can be made on its behalf by a person acting under its authority, express or