A relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 may be: • a business transfer, or • a service provision change Consideration should be given to the definition of ‘relevant transfer’ in TUPE 2006, SI 2006/246, reg 2(1): ‘A “Relevant transfer” means a transfer or a service provision change to which these Regulations apply in accordance with regulation 3 and “transferor” and “transferee” shall be construed accordingly and in the case of a service provision change falling within regulation 3(1)(b), “the transferor” means the person who carried out the activities prior to the service provision change and “the transferee” means the person who carries out the activities as a result of the service provision change.’ While the definition of a ‘person’ in Schedule

Company number: [insert company number] [insert company name] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] Limited (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Companys articles of association] (by [insert other means])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg, the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name]

Commercial analysis: Where a development agreement requires ‘both parties [to act]…in good faith’, ‘reasonably’ and ‘in the spirit of the agreement’, how does the court give content to those obligations? Does one party’s refusal to permit the registration of a charge, needed to secure refinancing, amount to a breach? The court held that where the contract prescribed no basis for determining ‘the spirit of the agreement’, it would be interpreted as a reference to the parties’ shared aims in entering into the agreement, ascertained as part of the usual process of construction. As to the requirement to act reasonably, the court distinguished between situations where the contract left that to be determined objectively by the court, and those where it was left to one of the parties. The latter might be qualified by an implied Braganza duty to exercise the decision without being arbitrary, capricious or irrational. Written by Seb Oram, barrister at 3PB Barristers.

The Department for Energy Security and Net Zero (DESNZ) has published its guidance for solar projects of 300MW or more applying to Allocation Round 8 of the Contracts for Difference (CfD) scheme. Applicants must submit a Supply Chain Plan (SCP) and obtain a statement of approval from the Secretary of State to qualify. The SCP assesses commitments in four areas—Green Growth, Infrastructure, Innovation, and Skills—with a minimum 60% score required in each. The application process includes a one-week submission window, optional feedback sessions, and opportunities for resubmission. After a CfD is awarded, DESNZ monitors implementation through regular meetings. A final Supply Chain Implementation Statement is required to meet CfD contract conditions. Failure to meet SCP commitments may result in contract termination.

Dispute Resolution analysis: It is the strong policy of English law, based on party autonomy and freedom of contract, to enforce exclusive jurisdiction clauses (EJC) and arbitration clauses in contracts. What then is a court to do when the parties, in their wisdom, include both an arbitration clause and an EJC in their contract? Although, in principle, the answer to that question must be determined by the proper construction of the particular clauses in the particular contract, the court in Melford Capital Partners (Holdings) LLP and others v Digby reached the same result as earlier first instance decisions, which was to give primary effect to the arbitration clause and rule that the EJC merely identified the Court with supervisory jurisdiction over that arbitration. The court also held that an action brought by the claimants before the English court for narrowly defined injunctive relief did not amount to a waiver of the London Court of International Arbitration (LCIA) arbitration clause or the EJC in favour of the courts of Guernsey in the contracts concerned. Written by Chirag Karia QC, barrister at Quadrant Chambers.

Property Disputes analysis: This latest decision follows the earlier (November 2024) judgment in Coastal Housing Group and others concerning social housing in Wales. The 2024 judgment dealt with the claimant landlords’ claims for declarations. The second part of the case dealt with the counterclaims brought by three contract-holders about the consequences of the landlords’ failure to give them electrical condition reports following the coming into force of the Renting Homes (Wales) Act 2016. The court held that if contract-holders had paid rent (rather than withheld it) the claimant landlords did not have to pay it back in relation to the period of breach. Written by Sarah Salmon, barrister at Cornerstone Barristers, who acted for the claimant landlords.

Dispute Resolution analysis: The claimant, Zurich, was unable to rely on a deed that had been executed in a manner that did not conform with the requirements of the Companies Act 1985. The rule in Shah was of no assistance to Zurich in that the Deed would not have been valid on its face when it came into Zurich’s hands. In such circumstances, an estoppel could not arise. Zurich was, however, able to rely upon the Deed as a simple contract and Nightscene was, accordingly, liable. On a true construction of the contract, Nightscene’s liability did not arise until such time as sums were demanded on the Guarantee, and thus the claim was not statute-barred. Christopher Snell, barrister at No5 Chambers (London), examines the case.

Arbitration analysis: In a domestic arbitration, French courts do not extend an arbitration clause to a subcontractor unless that subcontractor has clearly accepted it. The Paris Court of Appeal held that the arbitration clause contained in the main contract was manifestly inapplicable to the subcontractor, who was not a signatory and whose subcontract included a jurisdiction clause in favour of a French court. This was so even though the main contract required the contractor to include an arbitration clause in all subcontracts, and despite the existence of a payment delegation agreement referring to the arbitration clause. This decision provides a reminder that the applicability and enforceability of arbitration clauses in domestic French arbitration law remains tightly linked to consent, and that the scope for extending such clauses across complex project structures is narrower than in the international arbitration regime. Written by Clément Fouchard partner at Reed Smith, and Mathilde Adant, associate at Reed Smith.

Key UK legislation Package Travel and Linked Travel Arrangements Regulations 2018 The Package Travel and Linked Travel Arrangements Regulations 2018, SI 2018/634 (the Package Travel Regulations) are the UK’s primary legal framework for regulating package holidays and linked travel arrangements. They aim to provide clear and consistent rights and obligations for both consumers and traders, encourage transparency, and ensure that consumers have access to remedies such as refunds, compensation, and assistance, in the case of non-performance or disruption. For background information on the Package Travel Regulations, see Practice Note: Package holiday claims—Background to the Package Travel Regulations. The Package Travel Regulations were introduced to implement Directive (EU) 2015/2302 (the ‘EU Package Travel Directive’ or ‘EU PTD’) and, following the Brexit implementation period (11 pm on 31 December 2020), the European Union (Withdrawal Act) 2018 preserved the Package Travel Regulations within UK law as retained EU law (REUL), as further amended by the Package Travel and Linked Travel Arrangements (Amendment) (EU Exit) Regulations 2018, SI 2018/1367, which addressed various deficiencies arising as a result

This week's edition of Restructuring & Insolvency weekly highlights includes: a discussion on the Court of Justice of the European Union’s (CJEU) long-awaited first judgment on the conformity of asymmetric jurisdiction clauses with the Brussels I (recast) Regulation and the 2007 Lugano Convention (Società Italiana Lastre SpA v Agora SARL), an analysis of a court's decision to grant an administration order illustrating the need for proper marketing exercise where such order is sought to facilitate a proposed pre-pack sale (Marko Ventures Ltd v London Antiaging Clinic Ltd), and an analysis on whether time stops running for limitation purposes when a company enters administration (Contract Natural Gas v ZOG Energy), plus a round-up of other news and cases for restructuring and insolvency professionals.

Banking & Finance analysis: This case involved an action by the owner of a construction project to enforce the obligations of two banks under on-demand bonds. The banks issued the bonds to secure performance of a contractor’s obligations under a construction contract to build a fertiliser plant in Russia. The contractor had suspended its services under the contract after the EU imposed sanctions against the ultimate beneficial owner of the construction project. The project owner terminated the construction contract and issued demands against the banks under the bonds. The banks refused to pay on the basis that EU sanctions prohibited payment. The court agreed that the banks were prohibited from making payments under the bonds, as those bonds had been frozen by applicable EU sanctions. In reaching its decision, the court relied heavily on the rule in Ralli Brothers and the determination of the place of performance of the bonds. In making its decision, the court determined that the place of performance of the bonds was in the jurisdiction of the relevant banks, rejecting the owner’s argument that the place of performance was Russia, where the owner’s account was located. Written by Robert Aulsebrook, senior counsel at Akin Gump LLP.

Tax analysis: In Candy, the First-tier Tax Tribunal (FTT) decided that paragraph 34 of Schedule 10 to the Finance Act 2003 (FA 2003) provides a remedy when no other relief is available and therefore permitted the taxpayer (C) to claim relief for SDLT paid on a contract that was substantially performed but not completed despite relief under another provision, FA 2003, s 44(9), being out of time since that provision required the relief to be claimed by amending the return.