The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, reg 4, where there is a relevant transfer, there is a statutory novation of the employment contracts of the transferring employees: the transferee effectively steps into the shoes of the transferor, and the contract of employment has effect after the transfer as if originally made between the employee and the transferee. For

There is a duty to pay wages whenever an employee is ready, willing and able to work (Petrie v McFisheries. The case of Oyesanya v Mid-Yorkshire Hospital NHS Trust concerned the rather different situation where the claimant’s contract provided for payment of salary by bank transfer, but he preferred to be paid by cheque. He was not paid for the simple reason that he had never given the Trust his bank details. The Court of Appeal held that, in

Coronavirus (COVID-19): In addition to the below content on force majeure generally, see also: • Coronavirus (COVID-19) toolkit—Contracts • Coronavirus (COVID-19) and contractual obligations—checklist together with the Q&As (in the related content pod on the right hand side) for specific guidance on the issues to consider if your contract is impacted by coronavirus. Force Majeure Event means an event or sequence of events beyond a party's reasonable control preventing or delaying it

Leases granted for more than seven years, among other transactions, are required to be registered at HM Land Registry. The tenant is responsible for registering the estate, and it will not take effect in law until registered (sections 6 and 27 of the Land Registration Act 2002). The tenant's title will therefore be equitable only. However, failure to register is unlikely to affect the landlord's ability to enforce the tenant covenants. The original parties will be bound in contract.

What is a derivative? A derivative is a type of financial instrument whose value is based upon the value of an underlying asset, index, rate or reference point. Derivatives can involve the physical delivery of an underlying asset by one party to the other party, or the cash payment of an amount that has been calculated by reference to an underlying asset, index, rate or reference point. They can be used to limit a party's exposure to a variable or allow a party to gain exposure to that variable. Therefore a derivative is a financial instrument that has a legal character and value that is distinct but derived from the value of the applicable underlying asset, index, rate or reference point. Many different types of entity enter into derivatives such as banks and investment firms, corporates, governments, local authorities and supranational authorities. They are generally traded on the wholesale market although certain derivative products are also entered into by both high net worth individuals and retail investors. It is worth noting that while repurchase

The key feature of a floating charge is that, until it crystallises, the chargor is entitled to deal with the charged assets in the normal course of business without any further consent from the chargee. By contrast, a fixed charge requires the chargee to exercise a significant degree of control over the charged asset. This Practice Note examines: • the effect of crystallisation of a floating charge • types of event that trigger or may trigger crystallisation, including automatic crystallisation, and • partial crystallisation For further detail on the nature of fixed and floating charges, see Practice Note: Fixed and floating charges. For information on the advantages and disadvantages of floating charges, see Practice Note: Floating charges—advantages and disadvantages. For information on how to take a floating charge, see Practice Note: Floating charges. See also Security—frequently asked questions. The effect of crystallisation Impact of crystallisation on priority Upon crystallisation of a floating charge, the floating charge attaches to all existing assets that are within the scope of the charge and becomes fixed. The main consequence

This Practice Note outlines key requirements and considerations in relation to disciplinary and grievance procedures in general terms. It sets out the benefits of well-drawn, written disciplinary and grievance procedures. It deals with the requirement to include certain details of discipline and grievance procedures in written statements of particulars, the key principles of procedures, outlines the effect of the Acas Code of Practice on Disciplinary and Grievance Procedures and the statutory right to be accompanied. It considers the use of disciplinary warnings, contractual challenges where procedures are contractual and the impact of the right to a fair trial under Article 6 of the European Convention on Human Rights (ECHR). Many employers have their own procedures for dealing with disciplinary issues or for employees to raise grievances. These tend to be contained in employee handbooks or staff manuals. In some organisations, they may be made available by alternative means, eg on corporate intranets. It is important to implement well-drawn, written disciplinary and grievance procedures for at least three reasons: • they provide a clear framework for

Case Scenario: (where the landlord (A) granted a company let to Company B which expressly permitted the occupation of a named individual (C) who was the sole director of Company B. Keys were released when A was given a transfer document in the name of B which purported to evidence that a sum of moneys representing the deposit and initial rent was being paid. A reference was also provided from the accountant of C, painting C to be a successful businessman / credible. The money never arrived. Subsequent searches show that C is a convicted fraudster and Company B is a shell company)? If so, in order to rescind the agreement and obtain possession or forfeit and obtain possession, should the tenant be treated as a trespasser? It is assumed there is no dispute that there has been fraudulent misrepresentation on the basis of the facts given, however, it should be noted that to prove fraudulent misrepresentation the following elements would need to be proven

A guarantee is a form of quasi-security (see Practice Note: Guarantees). Guarantees are a common form of credit support in commercial financing transactions. For example, in transactions involving a corporate borrower, the lender might request guarantees from the directors of the borrower. Less commonly and at the smaller end of the commercial financing market, the lender might request a guarantee from a family member related to a director of the borrower, such as a spouse, civil partner or parent of the director of the borrower. When taking a guarantee from an individual there are a range of issues to be considered in addition to those which arise generally in the context of the law of guarantees. This Practice Note explains the key issues to consider when taking a guarantee from an individual in a commercial financing context, in particular: • the capacity of individuals to grant guarantees • undue influence • voidable transactions • moratoriums under the debt respite scheme, and • the potential applicability

ARCHIVED: This Practice Note has been archived and is not maintained. Social impact bonds are a form of public—private contracting initiated by the Coalition Government that came to power in 2010. The UK government established a number of funds to stimulate engagement in the social impact bond market, the most recent of which was the £80m Life Chances Fund. This is now fully allocated with related projects running until 2025. It is understood that new social impact bond projects are unlikely until that time and that the model is being evaluated to determine whether further such projects will be supported in the current form by the government, in an adapted format, or whether a different model will be developed or preferred. Until there is greater clarity on the future of social impact bonds in the United Kingdom, this page has been moved to Archive. What is a social impact bond? Social impact bonds (SIBs) were introduced as part of the Big Society initiative that was introduced by the Coalition Government when

There are a number of ways that disputes can arise in a franchise context that can be mitigated by what you include in the franchise agreement and how it is policed. It is vital that it isn’t simply a document that is hidden away in a cupboard and forgotten about until there is a problem. This Practice Note highlights some of the key provisions in franchise agreements and in a franchise context that help reduce the risk of disputes arising between franchisor and franchisee. Misrepresentation One of the key areas that the franchise agreement tries to address is avoiding misrepresentation claims against the franchisor. It is an oft-cited reason for seeking to terminate a franchise agreement early that the franchisee was in some way misled into buying the franchise. This argument is countered by the franchise agreement in a variety of key provisions: Entire agreement This clause clarifies that the ‘deal’ between the franchisee and the franchisor is recorded in the franchise agreement. Anything not recorded or documented by the

This Practice Note discusses the use of non-contractual devices by software suppliers to control the running of, or prevent improper use of on-premise software in business-to-business licences, the consequential legal issues, and the practical implications for the drafting of relevant software licences. It introduces time bombs, logic bombs, back-door/trap-door, fork locks, remote control and turning off, or ‘deprovisioning’. If a customer fails to comply with the licence terms, or to pay licence or support fees, the relevant software supplier will have a right to bring legal proceedings. But litigation carries cost and risk, as well as consequences for the relationship between customer and supplier. The supplier may therefore be attracted to a very direct practical option: the use of disabling devices, to prevent the software running, that can be remotely or automatically triggered by the supplier. For most software developers, these devices are easy to code and install. Triggering (or threatening to trigger) such devices may give the supplier a very powerful hold over customers, particularly