On a business lease renewal under the Landlord and Tenant Act 1954 (LTA 1954), the court will determine the rent payable under the new lease, if not agreed by the parties. The court is given a specific power to include provisions for the review of rent by LTA 1954, s 34(3). As explained in Practice Note: LTA 1954—terms of the renewal lease (see section entitled ‘Rent’ reviews, under main

Section 146 of the Law of Property Act 1925 (LPA 1925) provides that a right of re-entry or forfeiture is not enforceable unless and until the lessee serves a notice specifying the breach of a provision in a lease and requiring that breach to be remedied. If the breach is not remedied within a reasonable time, the landlord may then exercise the right of re-entry or forfeiture. An LPA 1925, s 146 notice is not required where the breach is the non-payment of rent (LPA 1925, s 146(11)). The purpose of an LPA 1925, s 146 notice is to enable the tenant to remedy a breach. Schedule

We assume that the right to forfeit in respect of the rent arrears and/or the bankruptcy has not been waived—see Practice Note: Forfeiture of a lease, in particular section: Waiver. Whether to rely on one (and, in which case, which one) or both grounds to forfeit will depend on various tactical considerations, including: • if the landlord simply relies on the arrears in order to forfeit, they will not need to serve a notice under section 146 of the Law of Property Act 1925 (LPA 1925), and they can proceed straight to peaceable re-entry (or court proceedings if preferable). Note that the court has interpreted the restriction on proceedings and remedies during bankruptcy under section 285(3) of the Insolvency Act 1986 so that forfeiture by re-entry and by court proceedings falls outside the section (see Razzaq v Pala and

Break clauses in leases will frequently set out requirements for the form of notice and method of service, among other things. If the requirements are mandatory, not merely permissive, they must be observed strictly. See Practice Note: Break clauses and notices—service, in particular section: Service—contractual provisions. Hence, serving a notice by email in spite of a mandatory requirement to do so by registered post is not good service. The rule in Mannai v Eagle Star will not assist in such cases (see Mannai itself and Orchard

Implied or statutory obligations on landlords to keep building repair The landlord will only have repairing obligations to the extent of any express obligations in the tenancy, subject to a few exceptions. One of those exceptions which applies in the context of a commercial tenancy is where the landlord retains in their possession some part of the building, the landlord is under an obligation to take reasonable care to ensure that the premises retained are not in such a condition as to cause damage to the tenant or to the demised premises. The duty is limited to not causing damage, ie it is not an obligation to put the building into repair. See the Court of Appeal case of

If an employee has earned commission before the start of a period of statutory leave (eg maternity leave, adoption leave or shared parental leave), it is clear that the employee will be entitled to be paid that commission regardless of whether they are in fact on statutory leave when the payment has made. As to whether an employee is entitled to receive commission payments, eg in respect of sales that occur during their maternity leave, under the Employment Rights Act 1996 (ERA 1996) and the Maternity and Parental Leave etc Regulations 1999 (MAPLE Regs 1999), SI 1999/3312, an employee who takes ordinary maternity leave or additional

In relation to a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, the fact that a business is a ‘micro business’ is relevant to the information and consultation obligations, not to whether TUPE 2006 applies at all. For more information, see the section: ‘Where the employer can consult directly—small businesses, small transfers and micro-businesses’ of TUPE—information and consultation. A business transfer under TUPE 2006, SI 2006/246, reg 3(1)(a) occurs where there is a transfer of an undertaking or business (or part of an undertaking or business) situated immediately before the transfer in the UK to another person

There are two areas of concern when dealing with an onward sale of a property acquired as part of a transfer of a going concern (TOGC): • whether the onward sale affects the TOGC treatment of the first transfer, and • the tax treatment of the second transfer Does the onward sale affect the TOGC treatment of the first transfer? There are a number of conditions for a transfer of assets to be treated as a TOGC, see Practice Notes: VAT—what is a transfer of a business as a going concern? and VAT—transfers of a going concern involving land and buildings. Clearly all of those conditions must be assessed in order to establish whether the transfer can be treated as a TOGC, but there are two that merit closer attention when considering the actions of the purchaser after the transaction: • whether the supply is a supply of the assets of the seller's business (or

Section 658 of the Companies Act 2006 (CA 2006) specifies that a limited company must not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with the provisions of CA 2006, Pt 18. CA 2006, s 659 then provides various exceptions to this rule, in particular, permitting a limited company to ‘acquire any of its own fully paid shares otherwise than for valuable consideration’ (CA 2006, s 659(1)). Therefore, a company can acquire its own shares for no consideration (ie as a gift), provided that they are fully paid, and it does not need to follow the prescribed procedure set out in CA 2006, Pt 18 to do so. Where a company has acquired its own shares for no consideration, they will not be treasury shares within the meaning of CA 2006, s 724 as they will not have been purchased in accordance with CA 2006, Pt 18, Ch 4 or out of distributable profits. Therefore,

The Companies Act 2006 (CA 2006) requires all companies to have articles of association (CA 2006, s 18), but a company has the ability to make different choices in relation to the form of the articles of association it adopts. It can choose to adopt the statutory form of model articles, it could create its own custom articles, or it could use a combined approach. In this instance, the company has chosen a combined approach, adopting a statutory form of articles ‘save in so far as hereinafter

We are not aware of any direct authority confirming that the assumption of a liability of a parent company for no, or inadequate, consideration is (or is not) a distribution falling within the rules governing the making of lawful distributions by a company in Part 23 of the Companies Act 2006 (CA 2006). Therefore, there is a possibility that a court could view such a transaction as a distribution for these purposes. Definition of distribution CA 2006, s 829 defines ‘distribution’ for the purposes of CA 2006, Pt 23 as every description of distribution of a company's assets to its members, whether in cash or otherwise, subject to the four specific exceptions. These exceptions do not include the assumption of a liability for no, or inadequate, consideration. Therefore, on a strict reading of the requirements in CA 2006, s 829, the assumption of a liability for no, or inadequate, consideration could be a distribution,

LPA receivers A Law of Property Act (LPA) receiver is a specific type of receiver appointed by a lender under the Law of Property Act 1925 (LPA 1925). There must, however, be a valid legal mortgage or charge registered at HM Land Registry before an LPA receiver can be appointed without the need for a court order. For further information in relation to LPA receivers, see Practice Notes: Receivers appointed by statute, including LPA receivers, Procedure relating to appointment of LPA or fixed charge receiver(s) and Liability for invalid appointment of LPA or fixed charge receiver. Costs In relation to costs incurred by an LPA receiver, including his own remuneration, LPA 1925, s 109(6)