General principles If a seller gives a warranty in a share sale and purchase agreement (SPA) that proves to be inaccurate, untrue or misleading, the buyer will have a contractual claim for breach of warranty against the seller. This will be regardless of whether such breach of warranty causes a one-off loss or a loss that impacts numerous years. To bring a successful warranty claim the buyer must show that: • the breach of warranty has caused a loss in the value of the shares, so that where the target company incurs a liability as a result of a breach of warranty but the market value of the shares is not affected, the amount of damages would be nil • the loss resulting from the breach is reasonably

Where a winding-up petition is overtaken by the company entering some other form of insolvency process, the experience of the author is that the court is generally willing to make an order providing for the costs of the petition to be treated as an expense of that other insolvency process. The only reported authority addressing the issue in relation to administrations is Irish Reel Productions Ltd v Capitol Films Ltd. In that case, a winding-up petition was dismissed at the same hearing at which an administration order was made. The

There are two underlying general principles that are relevant when it comes to considering whether: • an employer can rely on a statement obtained from the employee’s previous employer in the course of a disciplinary appeal process • the employer is under a duty to disclose that statement First, given the most relevant cause of action potentially available to an employee who is subject to disciplinary proceedings, namely, a claim of unfair dismissal pursuant to section 95 of the Employment Rights Act 1996, there are very few absolute rules. The test is whether the procedure adopted was fair and reasonable in the circumstances. It was clarified by the Court

Arbitration analysis: The Hong Kong Court of First Instance rejected the defendants’ application for, inter alia, a stay of the plaintiff’s claim for declaratory relief in relation to a trust scheme in favour of arbitration, on the ground that the relevant dispute (which related to the existence and nature of an overarching trust in the scheme) did not fall within the ambit of the arbitration agreement. This case highlights the care required in ascertaining the scope and coverage of arbitration agreements in disputes arising out of multi-party, multi-tiered and inter-related trust arrangements and complex commercial arrangements. The court also affirmed two key arbitration principles, namely that (i) the fulfilment of a precondition in an escalation clause was a matter of admissibility rather than jurisdiction and (ii) the reference to a non-existent arbitration institution in the arbitration agreement did not nullify the agreement if the intention to arbitrate was clear. Written by Sheila Ahuja, partner at Allen & Overy and Curtis Fung, associate at Allen & Overy.

For information on McKenzie friends generally, see Practice Note: Litigants in person—terminology and representation. Under section 6 of the Employment Tribunals Act (ETA 1996), a party is entitled to be represented at a hearing by the person of their choice. For more information, see the section Appearance and representation of Practice Note: Conduct of employment tribunal hearings—general. There is no general entitlement to be accompanied during a tribunal hearing for the purposes of support rather than representation. However, in Andrews v Bryson Charitable Group the Court of Appeal in Northern Ireland held that, although the applicable (Northern Ireland) Practice Note did not strictly apply in the tribunal, there was a presumption that an unrepresented litigant is afforded reasonable assistance from a layperson (sometimes referred to as a 'McKenzie friend') where this is sought. For more information, see Accompaniment: Harvey on Industrial Relations and Employment Law [773.01]. Disability A tribunal

An assured shorthold tenancy (AST) may provide for a contractual rate of interest to be applied to sums owed by the tenant to the landlord. A tenancy agreement is a contract and the starting point therefore is that the provision in respect of interest in the AST is binding as between the parties and should be applied by the court to any money judgment (such as for arrears of rent). However, the Tenant Fees Act 2019 (TFA 2019) (as well as various other statutes, such as the Housing Act 1988 (HA 1988) which overrides any provisions that relate to the taking of possession or the giving of notice in a manner not prohibited by HA 1988) imposes certain prohibitions in respect of terms of the tenancy

This question relates to the European Communities (Rights Against Insurers) Regulations 2002 (EC(RAI) Regs 2002), SI 2002/3061 legislation introduced in 2003 to give effect to Article 3 of Directive 2000/26/EC, the Fourth Motor Insurance Directive, which confers on residents of the Member States of the EU the right to bring an action directly against the motor insurer of the person responsible for the accident. Given the specific provision conferring rights on residents of Member States, the question is directed at the effect of the UK’s possible departure without an agreement on the future relationship between the UK and Europe. Since this is a statutory instrument enacted in order to implement the Motor Insurance Directive, it will remain on the statute book after departure. However, there are obvious difficulties following such a departure for any claimant seeking to rely on the right. It is worth reinforcing that the regulations are directed solely at accidents occurring

This Q&A assumes that the warranty is provided by the manufacturer pursuant to a B2B contract for generic goods and services and which are not subject to specific industry or sector regulation which would need to be additionally considered. B2C contracts Business to consumer (B2C) contracts offer much more protection for consumers as they are subject to far more regulation for the purposes of protecting the consumer. For example, under section 20 of the Consumer Rights Act 2015 the consumer has the right to reject goods and may be entitled to a refund. There are numerous regulations conferring protection upon consumers in B2C contracts both for goods and services, such as the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134, the Provision of Services Regulations 2009, SI 2009/2999,

Please see Practice Note: The right to manage blocks of flats—establishing the right which explains under the heading ‘Excluded premises’ that the right to manage cannot be claimed (amongst other excluded premises) in relation to: • business premises (ie if the tenancy is one

Section 201 of the Insolvency Act 1986 (IA 1986) applies to a company wound up voluntarily, where the liquidator has sent to the registrar of companies his final account and return under IA 1986, s 94 (members’ voluntary liquidation (MVL)) or IA 1986, s 106 (creditors’ voluntary liquidation (CVL)). Unless the date is deferred by the court pursuant to the power in IA 1986, s 201(3), IA 1986, s 201(2) provides that the registrar, on receiving the account and return, shall forthwith register them; and on the expiration of three months from the registration of the return the company is deemed to be dissolved. See Lexis+® UK Restructuring and Insolvency Practice Note: What is a members’ voluntary liquidation and when is it typically used? and for discussion on MVL versus striking off the company, see Practice Note: MVL versus striking off (a separate subscription to access these resources may be required). There

A subtenancy is a tenancy created out of the headlease and will ordinarily mean that there is no privity of contract between the subtenant and the freeholder. It is well-established following the line of authorities approving the Court of Appeal decision in Pennell v Payne that determination of the headlease by notice also determines a sublease (see, for example, the decision of the House of Lords in Barrett v Morgan). In PW & Co v Milton Gate Investments Ltd, it was noted that a lease creates an interest in land, and where the tenant grants a subtenancy, they are granting

As set out in the Drafting Notes to Precedent s 106 agreement (see Drafting Note to clause 4), planning obligations in an agreement under section 106 of the Town and Country Planning Act 1990 (TCPA 1990) are usually drafted on a conditional basis so that they come into effect at the point of implementation of the relevant planning permission (or such other