This Practice Note looks at how a company secretary of an Irish company may be removed. It does not discuss how a company secretary may be appointed or resign, as to which see Practice Notes: Ireland—Appointment of a company secretary and Ireland—Resignation of a company secretary. Removal of a company secretary The Companies Act 2014 (Ireland) (CA 2014 (IRL)) does not contain any provisions relating to how a company secretary may be removed, save that it says that the company secretary shall be ‘appointed by the directors of the company... and may be removed by them’. The company’s constitution or the company secretary’s contract of employment may include specific provisions regarding how and when the secretary may be removed from office and should be reviewed. The decision to remove the company secretary would usually be made by a decision of the company’s board of directors, subject to the relevant provisions of the company’s constitution and the terms of any applicable

Unless the parties agree otherwise and serve the correct notices before the lease is entered into, then where a tenant occupies premises for the purposes of a business, the lease will have the protection of Part II of the Landlord and Tenant Act 1954 (LTA 1954). Practitioners will be familiar with the fact that this means that absent to a right to forfeit it, arising as a result of the tenant’s breach of covenant, the landlord can only bring the lease to an end in accordance with the Act. When this happens, the tenant has a right to apply for a new lease and this can only be opposed by the landlord upon proof of certain grounds. When the tenancy has the protection of the Act, the tenant cannot be required to enter into an agreement, either as a covenant in the lease or in a contract which

When it comes to protection from suffering detriment in employment, Part V of the Employment Rights Act 1996 (ERA 1996) provides that in relation to certain types of detriment claim an individual must have ‘employee’ status in order to be protected, and in relation to others individuals with ‘worker’ status are protected. Those who are genuinely independent contractors are excluded from protection. Under ERA 1996, an ‘employee’ is defined as an individual who has entered into or works under (or, where the employment has ceased, worked under) a ‘contract of employment’. For further information, see Practice Note: Employee status. It will be a question of fact in each case whether an agency worker is an ‘employee’ for the purposes of those detriment claims for which employee status is required. Individuals who work through employment agencies are often not categorised as employees of either their agency or the end user. This is because they are not actually

Overview Multi-tiered dispute resolution clauses (often described as escalation clauses, waterfall provisions, or ‘ADR-first’ mechanisms) are a defining feature of modern commercial contracts, particularly in the construction, infrastructure, and energy sectors. These clauses require parties to follow a sequence of agreed dispute resolution steps before commencing arbitration or litigation. Typical stages include: • referral to an engineer, contract administrator, or expert; • senior management negotiations; • mediation or conciliation; and/or • other structured pre-arbitral procedures. The use of these clauses offers advantages, but also present practical challenges. They may allow parties to a dispute on the threshold of arbitration a structured and safe period of time within which to attempt to resolve their disputes, potentially forestalling expensive arbitration proceedings. Failing complete resolution of the disputes, the use of such clauses may narrow the issues between the parties; informative of potential time and cost savings. The potential drawbacks include a delay in the commencement

This Guide provides an overview of the steps involved in selling your home. It is intended to provide you with a basic outline of the conveyancing process from the acceptance of an offer to the completion of the sale. 1 Property offer accepted You accept the buyer’s offer for your property and the property is taken off the market. 2 Solicitors instructed At this point, you must instruct a conveyancer (as will the buyer). Solicitors, licensed conveyancers, chartered legal executives and CILEx conveyancing practitioners are qualified to carry out conveyancing work. 3 Client care process On being instructed, each conveyancer sends their respective clients an engagement letter (which is effectively the contract between conveyancer and client under which the conveyancer agrees to act for the client) highlighting their fees, terms and conditions, identification requirements and any forms that must be completed and returned. 4 Survey commissioned The buyer

These training materials provide an introduction to execution and cover the principal areas of executing simple contracts and deeds and the key considerations that are relevant when executing such documents. They include template PowerPoint slides and associated notes for use by a trainer when outlining the law relating to execution of deeds and contracts in the context of the typical activities undertaken by commercial contracts lawyers. Topics covered include: distinguishing deeds from simple contracts, execution formalities for common entities, practical issues with company execution, witnesses, counterparts and electronic signatures. The training materials are customisable. Click the link below to download the PowerPoint presentation. Contents • Validly executing documents: — Contract formation — Distinguishing deeds from simple contracts — Capacity — Authority — Execution formalities for common entities — Practical issues with company execution

Company voluntary arrangements A company voluntary arrangement (CVA) is a statutory contract between the company and its creditors and is used by a company in financial difficulty to restructure its debts. Accordingly, the specific details of CVA terms will be found in the CVA proposal. As such, it is necessary to carefully consider the terms of the individual CVA to understand any impact on any break notices and the impact of administration, in particular whether this terminates the CVA and any consequences that flow from termination. For further information on CVAs generally, see Practice Notes: Property law aspects of Company Voluntary Arrangements (CVAs) and CVAs—landlord issues and remedies. Impact of administration When a company enters administration, an administrator would usually be bound by the contractual obligations entered into by the company prior to the date of the administration. This would include the break notice served by the company

Quick summary It is not uncommon for notices of assignment by way of security to not be served at the time the security is taken, though attempts will usually be made to serve notice if the borrower gets into financial difficulties. Key risks are: • no statutory assignment where the assignment otherwise fulfils the criteria and no notice is served—how important this is will depend on the importance to the lender of it being able to sue in its own name on the particular transaction • certain rights of set-off or cross-claim against the assignor can continue to accrue until notice is served • less control over payments from the counterparty • loss of priority of security (risk with both late and no notice) • impact on assignee’s ability to directly exercise rights of the assignor under the contact • amendment of the underlying contract • practical difficulties with late service of notes • no acknowledgement of assignment Notices of assignment One of the key requirements

From a practical perspective there is no reason why the deal could not be documented now and state that it is deemed to be effective from an earlier date. However, the date of signature should always be accurately recorded. • unilateral and bilateral contracts can both be accepted by conduct • silence in a bilateral contract cannot constitute acceptance and in unilateral contracts the requirement to communicate acceptance is waived in favour of performance • acceptance must be communicated to the offeror • for agreements reached by post, the acceptance does not have to be received by the offeror; acceptance occurs as soon as the written acceptance is posted (the postal rule) • the position in relation to couriers as a method of delivering acceptance

What are the obligations regarding this order button? The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (the Consumer Contract Regulations) set out a number of obligations for distance contracts which are concluded by electronic means. The Consumer Contracts Regulations, which came into force on 13 June 2014, state at reg 14(4): If placing an order entails activating a button or a similar function, the trader must ensure that the button or similar function is labelled in an easily legible manner only with the words 'order with obligation to pay' or a corresponding unambiguous formulation indicating that placing the order entails an obligation to pay the trader. The Consumer Contracts Regulations, reg 14(4) is in addition to general obligation under reg 14(3)

It is worth beginning any analysis of the problem posited by this question by establishing the potential causes of action that might be open to party B, the owner of the goods sold, as against the auctioneer. It is important when undertaking such analysis to appreciate that it is party A, the hirer of the equipment, who is the ultimate wrongdoer. It is clear enough that party B has no contractual relationship with the auctioneer. Thus, by operation of the doctrine of privity and absent any ability to make use of the provisions of the Contracts (Rights of Third Parties) Act 1999, B must found its claim in some other way than via a breach of contract claim. That leaves open to B, therefore, a claim founded in the law of torts or, perhaps, a claim founded on the existence of a trust. For

This Q&A refers to a lease of a commercial property where the headlease and sublease contain similar covenants. Right to forfeit A lease may contain an express proviso for re-entry or forfeiture by the landlord on specified events, such as non-performance or non-observance by the tenant of the covenants of the lease. Where the underlease does not operate as an assignment, there is neither privity of contract nor privity of estate between the head landlord and the undertenant, and so the undertenant is not personally liable for the covenants contained in the head lease. If, however, the head lease contains a proviso for re-entry on breach of covenant, he is liable to be evicted for such a breach (Spencer v Marriott (1823) 1 B & C 457 (not reported by LexisNexis®)). For further information, see Commentary: