Brexit: As of exit day (31 January 2020) the UK is no longer an EU Member State. This has an impact on this content. For further guidance, see: Demolition and site clearance below. The viability and success of a development site depends on obtaining satisfactory answers to a range of legal and practical questions. While attention tends to focus on the headline commercial terms of a deal, and on major issues such as planning permission, roads construction consent and environmental investigations, it is essential not to overlook issues that may cause significant delay, or even preclude successful development. Access Direct access to the nearest adopted road can be fundamental to a development's viability. A developer will rely on the information disclosed in a property enquiry certificate (PEC) in this regard, but it is also imperative to see a roads adoption plan, which will disclose the extent of the road which has been taken over by the local authority for maintenance and will

This week's edition of Commercial weekly highlights includes: analysis of Ofcom’s study on promoting consumer engagement with standard terms and conditions, news of the publication of the Advertising Standards Authority’s latest rulings, and news of the publication of the HMRC’s import, export and customs guidance weekly roundup.

Dispute Resolution analysis: The Court of Appeal has considered issues of continuing breach as a concurrent cause of action in seeking to apportion liability for losses in light of an indemnity in a share sale agreement which rendered the seller liable for losses arising out of services provided before the transfer date. The issue was whether the pre-transfer negligence was considered to be a breach of duty continuing to occur after the transfer from day to day, such that daily a new cause of action arose which would mean that there was a concurrent cause of action alongside the indemnified breach which, per EE Caledonia, would prevent the appellant relying on the indemnity. The majority view, differing from the first instance decision, held that there was no continuing breach thus no concurrent cause of action and the indemnity could therefore be relied on after the transfer date up until new fresh causes of action arose (as they did some nine months later). Lady Justice Gloster disagreed and upheld Popplewell J’s judgment in full. In the course of the judgment, Lord Justice Longmore expressed the view that until some higher court decides otherwise, the inconsistency between the conflicting decisions in Midland Bank and Bell on continuing breach (both limitation cases) should be determined in favour of Bell as the authority to be followed. What is clear from the judgment is that whether or not there is a continuing breach in any given case will very much be fact dependant.

This Practice Note provides a summary of the common law and conventions governing international carriage by air. It explains the liability of the carrier and measure of damages under the common law and the conventions. The Warsaw Convention and Montreal Convention (and the various versions of each) are explained, an explanation of how to work out which convention applies is provided and limitation of liability, jurisdiction and time bars under the conventions are also discussed. The Practice Note also provides an introduction to cargo documentation requirements and liability for loss, damage or delay to cargo. Carriers of goods by air may be liable under: • common law • international conventions • EU regulations This Practice Note provides an introduction to a large and complex topic that is dealt with in detail in Shawcross & Beaumont: Air Law. The focus on this Practice Note is on the common law and,

Quick summary When might security documents be executed under hand? Secured party—Security documents are often executed under hand rather than as a deed by the secured party (ie the mortgagee or chargee) on loan transactions. This is standard market practice due to the fact that it can be administratively challenging for banks to execute documents by way of deed. Security provider—The security provider (ie the mortgagor or chargor) will normally at least purport to execute the security document as a deed. However, on a security review or later check of the documents, it may emerge that they actually signed under hand or that their execution failed to meet all the requirements for execution as a deed. Why is this an issue? The secured party will typically want a security document to take effect as a deed if it: • creates mortgages over land, and • contains powers of attorney The reason for this is that a power of attorney must be executed as a deed by the donor

Local authority search The local authority (LA) search is a search of the LAs records in respect of the property. It is made up of three forms: LLC1, CON29 and CON29O. Form LLC1 is a search of the local land charges register and contains a list of standard enquiries. The official search certificate, will reveal any entries on the register, including financial charges (eg for highway, drainage or sewerage works). The costs for such financial charges may be general (unquantified) or specific (quantified). The buyer’s solicitor must carefully review any search results, summarise them for its client to ensure that the buyer is fully informed and also confirm instructions as to how it wishes to proceed should potentially adverse results be revealed. What is a notice under section 220 of the Highways Act 1980 and will a purchaser be bound by it? Under

Premises • Do the premises consist of a self-contained building or part of a building, with or without appurtenant property? • Do they contain two or more flats held by qualifying tenants? • Do qualifying tenants hold at least two-thirds of the total number of flats contained in the premises? • Is any part of the premises occupied or intended to be occupied other than for residential purposes? If so, is no more than 50% of the internal floor area of the whole premises in non-residential use (the internal floor area of any common parts being disregarded)? • Are the premises ‘excepted’ from the right to manage? • Is there already an RTM company in relation to the premises or to any premises containing or contained in the premises? See Practice Notes: The right to manage, The right to manage blocks of flats—establishing the right and The right to manage—what are qualifying premises. Qualifying tenants • Do the participating tenants hold qualifying ‘long leases’? • Do qualifying tenants who hold at least half of the total number of

This week's edition of Corporate weekly highlights includes: the FRC publishing (i) its Annual Review of Corporate Reporting for 2024/2025 and (ii) four consultations which propose, among other things, changes to the FRC’s audit enforcement procedure, two key auditing standards and three auditor reporting standards and a Court of Appeal case, Kulkarni v Gwent Holdings Ltd, looking at the meaning and contractual effect of the phrase ‘capable of remedy’ and whether a repudiatory breach of a clause is incapable of remedy.

Pensions analysis: On 14 November 2024, the Department for Work and Pensions (DWP) and HM Treasury published a consultation setting out proposed reforms to deliver scale, accelerate consolidation and drive a focus on value over cost in the defined contribution (DC) workplace pensions market and exploring other changes. Suzanne Burrell, partner at Shoosmiths, examines the government’s proposals.

This Practice Note is a ‘how to’ guide on executing deeds which signposts relevant content. It includes a summary of what a deed is, the requirements for the valid execution of a deed, links to the execution formalities for different entities, other legal considerations, and practical points when executing a deed. A deed is a specific form of written instrument required for certain transactions. Deeds must be executed in accordance with statutory and common law formalities that go beyond a simple signature in order for the document to be valid and enforceable. For further general guidance on executing deeds with links to related content, including detailed guidance on deeds, see also Practice Note: Executing documents—deeds and simple contracts. We have produced a collection that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. We have Training Materials which provide an introduction to

What this Checklist covers This checklist outlines the key points that a lawyer advising a first time issuer should check and, if necessary, seek to amend when reviewing English law terms and conditions for an issue of debt securities. This checklist contains material relevant to: • secured and unsecured debt securities • debt securities constituted by a trust deed, and • debt securities issued without trust deeds, such as: ◦ debt securities issued under a fiscal agency structure—for information on fiscal agents, see Practice Note: Role of a fiscal agent, and ◦ debt securities constituted by an instrument executed by the issuer (and guarantor, if applicable) without a trustee, of the kind used in issues of mini-bonds (a bond instrument) This checklist should be read together with Practice Note: Terms and conditions—first time issuer's guide, which: • explains the practical aspects of the key individual provisions (conditions) usually found in the terms and conditions of debt securities • compares them with the corresponding provisions in loan facility agreements, and • contains

Private Client analysis: In Conway v Conway, the High Court clarified the interplay between proprietary estoppel and the statutory formalities required for contracts for the sale of land under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). The case concerned an appeal from a first instance decision ordering specific performance of an oral contract for the sale of land as relief in a proprietary estoppel claim. In allowing the appeal, Mr Justice Michael Green held that that proprietary estoppel could not be used to obtain specific performance of an otherwise unenforceable oral contract for the sale of land, but remitted the question of equitable compensation to the County Court due to the absence of alternative relief in the pleadings. The decision clarifies that LP(MP)A 1989, s 2 bars relief that has the effect of enforcing void contracts while leaving open other forms of equitable relief that can satisfy the equity arising in estoppel cases. Written by Cameron Stocks, barrister at Gatehouse Chambers, who acted for the appellant at first instance and on appeal to the High Court.