Software can be broadly defined as a computer program comprising a series of instructions which, in combination with the underlying hardware and inputs from an end user, allow or cause a computer to perform a specific operation. Custom software (also referred to as ‘tailormade’ or ‘bespoke’ software) is software that has been specifically developed to meet the needs and requirements of an individual customer. There remains some uncertainty in business-to-business contracts as to whether software constitutes goods or services for the purposes of a number of pieces of legislation including the Sale of Goods

It has been assumed for the purposes of this response that: • ‘Deceased gifted in her lifetime shares which attract BPR’ means that the deceased made (rather than received) a gift of shares for which business property relief (BPR) was available. It is assumed this gift was a potentially exempt transfer (PET), and • the question concerns the inheritance tax (IHT) treatment of the gift made by the deceased original donor of the shares The provisions relating to the clawback

In answering this Q&A, we have assumed that the business is carried on by an individual. Business property relief (BPR) is an extremely important relief for inheritance tax (IHT) purposes. BPR applies to reduce the value transferred by a transfer of value. This applies to both lifetime gifts and property passing on death. Property that qualifies for BPR is called 'relevant business property'. A business carried on otherwise than for gain does not qualify for BPR. Further, a business or shares in or securities of a company are not relevant business property if the business or the business carried on by the company, is wholly or mainly one or more of dealing in securities, stock or shares, land or buildings or making or holding investments, see section 105(3) of the Inheritance Tax Act 1984. There have been a large number of cases concerning the meaning of 'investment' in this context and HMRC has challenged the availability of BPR arguing that the business is wholly

In this Q&A, it has been assumed that: • the land is not a residential property • the land is registered • the period of possession was for a period subsequent to October 2013 and the 'new rules' apply In order for a squatter to make a claim for adverse possession against the registered proprietor, the squatter must show that the following criteria are made out for the requisite period, being ten years: • uninterrupted factual possession of the land by the claimant for the requisite period ('factual possession'), and • intention on the part

There is no formal process for exercising an option to tax land, but once the decision has been made to opt, this must be notified to HMRC. Otherwise the option is ineffective. HMRC will acknowledge the notification. If the option was made in the past, and there is no evidence that notification was made or that an acknowledgement was received, it is possible to ask HMRC's Option to Tax National

Value added tax (VAT) applies to taxable supplies of goods or services in the UK made by a taxable person in the course of furtherance of a business. Certain supplies are exempt from charge. One

Section 36(1) of the Patents Act 1977 (PA 1977) provides: Where a patent is granted to two or more persons, each of them shall, subject to any agreement to the contrary, be entitled to an equal undivided share in the patent. The reference to undivided shares is likely to mean that the owners are tenants in common

When is compensation payable under Regulation 17 of the Commercial Agents (Council Directive) Regulations 1993 On termination or expiry of a commercial agency, an agent is normally entitled to a payment from the principal. This may be in the form of either: • an indemnity for commission lost in respect of business the agent introduced that benefits the principal, or • compensation for damage caused by the loss of the agent's relations with the principal Unless otherwise agreed, the default entitlement is to compensation rather than indemnity. The remedies are alternatives; the agent is not entitled to both. The termination payment is in respect of goodwill the agent has helped

A person appointed as a director of a company is an office-holder and is not, by that appointment alone, also an employee of the company. A director may however enter a service agreement with the company and thereby become its employee as well as a director of it. See Practice Note: Office-holders. A service agreement will set out the parties to the contract and record the terms and conditions of the director’s employment. See, for example, Precedent: Executive service agreement. For the purposes of this Q&A, it is assumed that the director was also an employee of the company. The termination of an employment contract by the employee will constitute a dismissal if he or she is entitled to terminate it because of the employer's conduct. This is colloquially known as a 'constructive dismissal'. Constructive dismissal occurs when: • there has been an actual or anticipatory breach of

Consideration is an essential ingredient for an enforceable legal contract. Consideration can be in the form of money or money’s worth or may be satisfied by the exchange

In Bresco Electrical Services Ltd (in liquidation) v Michael J Lonsdale (Electrical) Ltd, the Supreme Court held that a liquidator of an insolvent claimant could pursue an adjudication despite the defendant having a cross-claim. This is because where insolvency set-off is engaged under the Insolvency (England and Wales) Rules 2016, SI 2016/1024, r 14.25 (between the claim and the cross-claim), the underlying claims still retain their identity and may be disputed (whether in the courts or by arbitration). Therefore, set-off should not deprive

While the effect of a scheme of arrangement is not exactly the same as a company voluntary arrangement (CVA) (as a scheme has binding force by operation of statute), the Companies Act 2006 does not prescribe the subject matter of a scheme, and parties must look to the terms of the scheme to determine its effects. See Practice Note: Effect of schemes of arrangement and release of security. For CVAs and individual voluntary arrangement (IVA), it is entirely dependent upon the arrangement and how the force majeure clause in the CVA and/or IVA is drafted. It is necessary to review the specific wording of the force majeure provision to determine whether coronavirus (COVID-19) is a force majeure event. The majority of IVAs use either the IVA Protocol or R3’s standard conditions. Neither contains a force majeure clause. There are no industry standard terms for CVAs. If the scheme, CVA or IVA contains a specific provision, it must still