Subsidiary • This is a Precedent definitions for the term ‘subsidiary’, which is a term commonly used in agreements. It will not be appropriate to include the term in every type of agreement and, if it is included,

Section 238—background The Companies Act 2014 (Ireland) (CA 2014 (IRL)) contains provisions that restrict and control substantial transactions entered into between a company and its directors in respect of non-cash assets. CA 2014 (IRL), s 238 is a two-way valve. It regulates property transactions in which a director acquires non-cash assets from his company or where a company acquires non-cash assets from its director. Approval is required for such transactions as they involve directors (or their connected persons) and are considered to be particularly open to abuse. One of the general duties of directors set out in statute is the duty to declare if he is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company of which he is a director, and the nature and extent of that interest, to the other directors. The term ‘director’, for the purposes of these statutory provisions, includes any person occupying the position of director, by whatever name called, and a shadow director. If the company entering

What is summary procedure Summary procedure is an expedited and streamlined procedure available in the High Court allowing a case to be dealt with without pleadings and on affidavit evidence. The claim must be readily quantifiable, and the defendant must not have a stateable defence. The procedure is designed to provide an inexpensive and expeditious resolution in cases suitable for the procedure. Classes of case to which summary procedure may apply. SI 15/1986 (IRL), Order 2, Rule 1, Rules of the Superior Courts provides that procedure by summary summons may be adopted in the following classes of case: ‘(1) In all actions, save an application for a European order for payment under Order 42C, where the plaintiff seeks only to recover a debt or liquidated demand in money payable by the defendant, with or without interest, arising: (a) upon a contract express or implied (as, for instance, on a bill of exchange, promissory note, or cheque, or other simple contract debt); or (b) on a bond or contract under seal for

The Data Protection Commission has welcomed the outcome of prosecution against Supermac’s Ireland Limited for marketing offences. On 3 September 2024, the company pleaded guilty to five charges of sending unsolicited marketing emails. The customer had notified the company that they did not wish to receive such emails. The Data Protection Commission had previously issued a warning to the company following investigations of previous complaints. The Galway District Court asked the company to contribute €3,500, shared equally between the Galway Simon Community and Cope Galway in lieu of a conviction and fine.

This Precedent is a supply of goods agreement for use in a long term business-to-business (B2B) arrangement for the supply of goods. It is drafted with a pro-supplier bias. It may also be adapted for a one-off sale of goods. This Precedent permits the customer to submit orders for the goods to the supplier on a call-off basis. It also includes standard provisions for delivery, title and risk, warranties, and the procedure for dealing with defective goods. It is not suitable for use in the context of the supply of goods to consumers, and it does not make provision for the supply of services. Assumptions It is assumed that both the supplier and the customer are established in Ireland. Different considerations may apply in some aspects of the agreement where the transaction is international. Where performance of the agreement is anywhere outside of Ireland it is recommended to obtain advice on local laws that may apply to a cross-border transaction. It is also assumed that each party is a business (ie this is a B2B

This Practice Note provides an overview of the legislation and regulation impacting business to business (B2B) and business to consumer (B2C) contracts for the supply of services. It analyses the key legislation and regulations applicable and will highlight principal statutory rights and requirements. The Practice Note considers the use of standard terms and conditions versus bespoke agreements for use in documenting supply of services transactions. Sector-specific legislation and regulation is not considered. Key legislation and regulation There are key statutes to bear in mind when drafting, negotiating or litigating a B2B contract for the supply of services. These include: • Sale of Goods and Supply of Services Act 1980 (Ireland) (SGSSA 1980 (IRL)) • Consumer Rights Act 2022 (Ireland) (CRA 2022 (IRL)), and • data protection laws A brief introduction to each of these is provided below. This Practice Note is not intended to be exhaustive, but is intended to capture the key legislation which might be relevant to a contract for the supply of generic services. Be aware that certain

This Precedent services agreement (ongoing supply)–short form is intended for use in a business-to-business (B2B) transaction for the supply of services by the supplier to the customer over a period of time. It is a short form agreement for simple ongoing services and assumes that the SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations (TUPE) will not apply. It is not suitable for the supply of services to consumers and it does not make provision for the supply of goods. It is drafted with a generally party neutral approach, with a view to reducing negotiation time. Structure of this Precedent This supply of services agreement comprises: • Main body—which sets out the general contractual relationship between the supplier and the customer • Schedule 1 Services—which details the services • Schedule 2 Prices—which details the prices for the services • Schedule 3 Data protection—assuming that the supplier will process at least some personal data under the agreement Short form approach Short form agreements offer the parties an opportunity to agree terms in a shorter time frame without the same cost,

This Practice Note sets out practical guidance on Irish procedures that may support existing or contemplated foreign proceedings with an Irish connection. It covers pre-litigation assets and entity checks, Norwich Pharmacal and Bankers Trust orders, freezing (Mareva) injunctions, EU and non-EU evidence routes, court assistance in aid of international arbitration and procedural enablers. It provides checklists and sets out some common pitfalls. Common applicable scenarios include where: • a foreign-based defendant company has an Irish subsidiary with bank accounts in Ireland through which funds flow or are held • disclosure of information or data is requested from Irish-headquartered technology companies by foreign claimants, or • witnesses or documents are located in Ireland and are needed for use in foreign litigation or arbitration The primary focus of this Practice Note, due to the often urgent nature of the subject matter, is on interim and pre-action measures such as freezing (Mareva) injunctions, Norwich Pharmacal orders, Bankers Trust orders and related applications to obtain or preserve evidence. The Practice Note also outlines

The Supreme Court of Ireland's 2024 annual report reveals a 14% increase in applications for leave to appeal, with 183 applications resolved. The court granted 27% of applications while reducing determination waiting times to 2.75 weeks from 4.5 weeks in 2023. Criminal law and immigration judicial review comprised the largest categories at 11% and 10% respectively. The report also announces a pilot project to broadcast oral arguments and new protocols for judgment production.

Ireland-Dispute Resolution analysis: This decision confirms that a plaintiff’s title to maintain proceedings is assessed when proceedings are commenced and is not undermined by a subsequent assignment of the claim or judgment. The Supreme Court reaffirmed the exceptionally high constitutional threshold for reopening a final judgment under Re Greendale Developments Ltd (No 3), holding that the bank’s failure to disclose a proposed loan book transfer neither affected the correctness of the unjust enrichment decision nor amounted to a fundamental failure in the administration of justice. The judgment also highlights the importance of timely disclosure of material transactions during appellate proceedings, with non-disclosure potentially attracting adverse costs consequences. Produced in partnership with Lawrence Morris of The Bar of Ireland.

This Checklist sets out some of the key steps and issues that the landlord should consider when contemplating taking a surrender of a lease from its tenant. It is not exhaustive and you must always consider whether there are any other issues that need to be addressed in your particular circumstances. The Checklist assumes that: • the surrender is express and not by operation of law, and • there will be no re-grant in favour of the tenant immediately following the surrender This Checklist can be read in conjunction with: Ireland—Surrender of lease—acting for the tenant—checklist and Precedent: Ireland—Deed of surrender—unregistered land—entire premises. How to use this Checklist While the mechanics of a surrender of a lease are similar to a sale and purchase (because the tenant is selling and the landlord is buying), there are some differences. The first section (Key considerations) in this Checklist sets out key issues to consider with further detail in the table in Procedure when dealing with the surrender of a lease below. The table also sets out

This Checklist sets out some of the key steps and issues that the tenant should consider when contemplating surrendering its lease to its landlord. It is not exhaustive and you must always consider whether there are any other issues that need to be addressed in your particular circumstances. The Checklist assumes that: • the surrender is express and not by operation of law, and • there will be no re-grant in favour of the tenant immediately following the surrender This Checklist can be read in conjunction with: Ireland—Surrender of lease—acting for the landlord—checklist and Precedent: Ireland—Deed of surrender—unregistered land—entire premises. How to use this Checklist While the mechanics of the surrender of a lease are similar to a sale and purchase (because the tenant is selling and the landlord is buying), there are some differences. The first section (Key considerations) in this Checklist sets out the key issues to consider with further detail in the table in Procedure when dealing with the surrender of a lease below. The table also sets out the procedure