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Q&As
It has been assumed for the purposes of this Q&A that the gift is of freehold land. Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989) provides that a contract for the sale or other disposition of an interest in land can only be made in writing, it must incorporate all the terms (in one document or by reference) and be signed by all parties. Therefore, even if the parties have agreed that the land will be gifted, there will be no contract for the transfer of the property, unless LP(MP)A 1989, s 2 has been complied with. In addition, subject to certain exceptions, all conveyances of land are void for the purpose of conveying or creating a legal estate unless made by deed (section 52(1) of the Law of Property Act 1925). Any transfer of the land should, therefore, be made by deed. The deed should comply with LP(MP)A 1989, s 1. If
PRACTICE NOTES
Price review clauses are a common feature of long term energy contracts (and are also used in other long term commercial contracts). They seek to ensure that, over time, the contract price reflects changes in the market due to, for example, changes in regulatory frameworks, changes in law or tax, and/or other significant changes in market circumstances. What is a price review clause? Price review clauses are generally used to adjust the price or cost of goods and/or services supplied under a long-term contract. These types of clauses are used as a mechanism by which a party can minimise the risk that an agreement becomes unprofitable if, for example, the direct cost of the goods to the seller drastically increases. Ordinarily, there is a ‘trigger event’ (such as a change in the raw cost of goods) that is met, which subsequently enables a party (usually a supplier) to initiate a price review. Price review clauses can be enforceable, provided they are specific and tightly drafted; vague drafting opens up the potential that
PRACTICE NOTES
Scope and purpose This Practice Note is prepared to assist with the review and/or negotiation of a consignment stock agreement, and accompanies Precedents: Consignment stock agreement—pro-customer and Consignment stock agreement—pro-supplier. A consignment stock arrangement is one where a seller of goods (the consignor) consigns a stock of goods to a buyer (the consignee) and in doing so retains ownership of those goods pending the moment when they are taken/appropriated for use by the buyer. The stock of the seller’s goods is retained by the buyer, usually on its premises, and is at the buyer’s disposal. There is a subtle difference here compared to a typical supply of goods under retention of title (RoT) terms. With consignment stock (and unless your agreement states otherwise) a contract of sale as to specific consigned goods does not arise until they are appropriated by the buyer from the stock for use, whereas with a typical supply the contract usually comes into place before delivery. Types of consignment stock arrangement Consignment stock arrangements arise in a variety of circumstances.
FLOWCHARTS
This Flowchart sets out the consumer cancellation rights that must be made available to consumers entering on-premises contracts, off-premises contracts and distance contracts for the supply of services. It should be used where a practitioner wants to check the available cancellation rights for consumers purchasing services in compliance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013). Note 1—a consumer is an individual acting for purposes which are wholly or mainly outside of their trade, business, craft, or profession. Note 2—there are certain sector contracts that are subject to their own regulation, such as financial services contracts, rental contracts, and package travel contracts, which are excluded in their entirety from the CCR 2013. For more information, see Practice Note: Distance, doorstep and on-premises sales—Excluded contracts. Note 3—‘Off-premises’ includes the following: • a contract concluded in the simultaneous physical presence of the trader and the consumer, in a place which is not the business premises of the trader • a contract for which
PRECEDENTS
Date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) [ background (A) By a sale and purchase agreement (the 'Contract') dated [date] the Seller agreed to sell the Property to the Buyer. (B) The transfer of the Property made between the Seller and the Buyer was completed [today OR [date]] (the ‘Transfer’). (C) This deed is supplemental to [both the Contract and] the Transfer.] 1 Definitions In this Deed, the following definitions apply: Affordable Housing • [social rented, affordable rented and intermediate subsidised housing available to persons who cannot afford to rent or buy housing generally available on the open market OR has the meaning given to that expression in Annex B of the National Planning Policy Framework current today]; Competent Authority • any: (a) local authority, highway authority, government department or other authority, body or person exercising powers under statute or by Royal Charter; or (b) utility service or supply company; Development • the development of the Property in accordance with the Schedule; Disposal • [the transfer of a freehold interest
PRACTICE NOTES
This Practice Note considers the entitlement of workers to bring claims in respect of whistleblowing when they have suffered detriment and/or dismissal because of making a protected disclosure. It looks at the extended definition of worker in this context and those who are excluded from bringing such claims. It also considers claims made as a result of detriment/dismissal because of a protected disclosure made in a previous job. No qualifying period No qualifying period of employment is required in order to be entitled to bring a whistleblowing claim. Those included: the extended definition of 'worker' All workers have the right to bring a claim in relation to any detriment suffered because of any act or omission by their employer, done on the ground that the complainant made a protected disclosure. 'Worker' in this context has an extended definition. Under section 230(3) of the Employment Rights Act 1996 (ERA 1996), a worker is any individual who: • has entered into, works under or used to work under a contract of employment or any other contract (whether express
PRACTICE NOTES
Since its introduction in September 2021, the Solicitors Qualifying Examination (SQE) has been gradually replacing the training contract route to qualification and become the means of qualification following an apprenticeship. To qualify as a solicitor under the SQE, the candidate must: • have a UK degree in any subject (or a qualification or experience that is equivalent to a degree—this would include a solicitor apprenticeship) • pass two SQE assessments, and • have two years’ full-time (or full-time equivalent) qualifying work experience (QWE) The candidate must also satisfy the SRA’s character and suitability requirements. This Practice Note explains the SRA’s requirements for QWE and practical considerations for employers offering training and work experience to aspiring solicitors. For information on the SQE more generally, see Practice Note: The Solicitors Qualifying Examination (SQE). For information on the training contract route to qualification, see subtopic: Training contracts. For information on the apprenticeship route to qualification, see Practice Note: Solicitor apprenticeships. Qualifying work experience requirements Candidates must complete at least two years’ full time (or full-time equivalent) QWE.
PRECEDENTS
Date [insert date] 20[insert year] Parties 1 [insert name of Consultant] (Company Number [insert company number]), whose registered office is at [insert address] (the ‘Consultant’); 2 [insert name of Employer] (Company Number [insert company number]), whose registered office is at [insert address] (the ‘Beneficiary’, which expression shall include successors in title and any permitted assigns); and 3 [insert name of Contractor] (Company Number [insert company number]), whose registered office is at [insert address] (the ‘Contractor’). Recitals (A) The Beneficiary appointed the Consultant under an appointment dated [insert date] (the ‘Appointment’) to perform [insert details of the services] services (the ‘Services’) in connection with [insert description of the project] (the ‘Project’). (B) The Beneficiary engaged the Contractor under a contract dated [insert date] (the ‘Building Contract’) to carry out design and construction works in connection with the Project. (C) The Beneficiary has novated the Appointment to the Contractor by way of a deed of novation dated [insert date] and the Consultant has agreed to execute this collateral warranty in favour of the Beneficiary. Now in consideration of the payment of £1 (receipt of which is hereby acknowledged by the Consultant) This deed witnesses
PRACTICE NOTES
This Practice Note provides an overview of the rules governing the executive compensation deduction limitation under section 162(m) of the Internal Revenue Code (IRC), legislation as amended by the 2017 tax reform legislation known as the Tax Cuts and Jobs Act (Pub. L. No. 115-97) (TCJA), the American Rescue Plan Act (Pub. L. No. 117-2) (ARPA), s 9708), and the One Big Beautiful Bill Act (Pub. L. No. 117–2) (OBBBA), § 70242). IRC, s 162(m) generally imposes a USD 1 million limit on the annual deduction that a public corporation (or certain other reporting entity) may take for compensation paid to so-called covered employees. It is important for practitioners to understand these rules, including the full scope of the TCJA amendments (which are effective for tax years beginning after 31 December 2017), and the expanded covered employee definition under the ARPA (effective for tax years beginning after December 31, 2026), to help their public and reporting company clients structure compensation packages for senior executives that
PRACTICE NOTES
This practical guidance relates to the Procurement Act 2023 regime This practical guidance focusses on public procurement under the Procurement Act 2023 (PA 2023). New in-scope procurements must be carried out under PA 2023. Procurements started before PA 2023 came into force (on 24 February 2025) remain governed by the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, the Utilities Contracts Regulations 2016, SI 2016/274, the Concession Contracts Regulations 2016, SI 2016/273, and the Defence and Security Public Contracts Regulations 2011, SI 2011/1848). For background reading on the key differences between PA 2023 and the previous regime, see Checklist: Procurement Act 2023—key changes. For details of the transitional arrangements, see Practice Note: Procurement Act 2023 transitional and saving arrangements—PA 2023. For supplementary guidance on key considerations specific to public procurement in Wales, see Practice Note: Introduction to public procurement in Wales—PA 2023. Summary of the principles and structure of the Procurement Act 2023 PA 2023 received Royal
NEWS
This week’s edition of Private Client highlights includes: (1) PMC (a child by his mother and litigation friend FLR) v Local Health Board, in which the court ruled that a claim on anonymity under CPR 39.2(4) and section 6 of the Human Rights Act 1998 must be made on a statutory basis; (2) online property and affairs deputyship applications by professional court users will be mandatory from 4 December 2024; (3) the second reading of Finance Bill 2025; (4) Charity Commission issues updated guidance on protecting charities from fraud and cyber crime; (4) Analysis of the Privy Council decision in Al Thani which held that BVI company shares are not immovable property; (5) DDR v BDR, on the interface between property law and financial remedies in the context of bankruptcy, and (6) Glaser KC and Miller v Atay, a salutary warning to legal professionals to ensure that their contract terms are fair
NEWS
Construction analysis: This case concerned a typical construction dispute between dissatisfied homeowners and an unpaid builder. The homeowners argued that the building work was defective, while the builder argued that the work was merely incomplete. The dispute encompassed a range of legal issues which commonly arise in such disputes. The judgment therefore provides helpful insight into the ways in which the courts approach such matters as contract formation, agency and undisclosed principals, misrepresentation, ascertainment of contract terms, variation, repudiation and the quantification of damages, all in the challenging context of an informal, largely oral and multiply varied agreement between the parties. In summary, Her Honour Judge Sarah Watson, sitting in the Technology and Construction Court in Birmingham, held that the defendant builder, Mr Pattar, was not in breach and that the claimant homeowners had repudiated the agreement by failing to—(i) make payment to the defendant, and (ii) invite the defendant to resume his building work. The claim was dismissed and the defendant was awarded judgment on his counterclaim in the sum of £18,642. Written by Callum Monro Morrison, barrister, at Keating Chambers.