Some practitioners are of the view that it is possible to disapply a provision of a company’s articles on a one-off basis by special resolution. This is based on the principle that if a special resolution can be used to amend a provision of a company’s articles of association permanently under section 21 of the Companies Act 2006 (CA 2006), one can be also used to disapply a provision of its articles temporarily. As this approach relies on CA 2006, s 21, it is assumed that such a disapplication would also be subject to the same restrictions as an amendment of the articles pursuant to that section, ie: • an amendment that requires a member to take or subscribe for more shares than those he held on the date of the amendment will not bind them, unless they specifically agree in writing to be bound by it

It is assumed that the query relates to a general commercial contract. A fixed-term contract exists where the parties have agreed a specific duration for the contract. The contract will automatically expire when that period has run its course. Where an agreement is for a fixed term, in the absence of repudiatory breach, the contract cannot be terminated before the expiration of that period unless the contract allows the parties to do so

Most contracts can be terminated where all the parties to that contract agree to bring the contract to an end before its otherwise anticipated termination date. See Practice Note: Ending a contract by

For the purposes of this Q&A we have focussed on ASA adjudications and guidance. CAP guidance The CAP Code which regulates non-broadcast advertising sets out guidance in relation to misrepresentation. For the general principles that must be followed when advertising, see the CAP Code. Particularly relevant are the following sections in chapter of the CAP Code: 03 Misleading advertising: ‘3.1 Marketing communications must not materially mislead or be likely to do so. 3.7 Before distributing or submitting a marketing communication for publication, marketers must hold documentary evidence to prove claims that consumers are likely to regard as objective and that are capable of objective substantiation. The ASA may regard claims as misleading in the absence of adequate substantiation.’ The specific CAP industry guidance states: • Hair care: ‘CAP understands that there is no UK standard for organic cosmetics, but that some independent certification bodies have created standards which require a high proportion of organic ingredients. Marketers should ensure

It is not uncommon that, following on from an order in financial remedy proceedings, whether by consent or imposed by the court, the parties will between them agree to a different outcome. Circumstances can change, or the parties might decide that a better deal can be struck than that imposed by the courts or agreed on the day. While an order of the court takes effect upon its making, and is effective unless and until it is discharged or varied, such agreements, if made freely and absent any duress, undue influence or fraud, have a good chance of being upheld by the court in the event that one party subsequently seeks to enforce the terms of the original order. It is however always prudent for the parties to formalise any agreed variation to avoid unnecessary litigation and

This Q&A has assumed that: • the contract was made in writing • the contract was not executed as a deed It is important to consider the following resources: Consideration An agreement will only be capable of being enforced if it is either made in a deed or made in exchange for something of value, known as ‘consideration’. Consideration is concerned with what one party gives or promises in exchange for what the other party is giving or promising. Consideration must be sufficient, ie it must have some economic value, but need not be adequate in any commercial sense. With some exceptions, past consideration is generally not binding. See Practice Note: Forming enforceable contracts—consideration which examines

We refer you to Precedent: Deed of rectification of a mistake in a previous deed: Encyclopaedia of Forms and Precedents [1612]. It would therefore appear that a deed is required to correct a mistake in a previous deed. It may be that there will have been a surrender by operation of law in any event—see

In answering this Q&A we have not considered the tax implications of any proposed variation. A legatee may alter the effect of a Will or the intestacy

Section 14E of the Children Act 1989 (ChA 1989) provides that ChA 1989, s 11(7) (apart from paragraph (c))—the power to impose conditions to an order—applies in relation to special guardianship orders (SGO), and orders varying them, as it applies in relation to ChA 1989, s 8 orders. Pursuant to ChA 1989, s 14D the court can vary or discharge a special guardianship order on the application of: • the special guardian (or any of them, if there are more than one) • any parent or guardian of the child concerned • any individual who is named in a child arrangements order as a person with whom the child is to live • anyone who does not come into the above categories who has,

This Q&A raises the means by which the protection of Part II of the Landlord and Tenant Act 1954 (LTA 1954) may be excluded. It assumes that the existing tenancy has that protection. The starting point is that under LTA 1954, s 23, it applies to any tenancy where the property comprised includes premises which are occupied by the tenant for the purposes of a business. If the protection applies, then, as a result of LTA 1954, s 24, the tenancy can only be brought to an end in accordance with LTA 1954 provisions. Essentially, this means (among other things) the exercise of a right of forfeiture, service of a notice to quit by the tenant or the service of either a section 25 notice by the landlord or a section 26 notice by the tenant. Where a notice is served under LTA 1954, then LTA 1954, s 24(1) provides that either party may apply to the court

Copyright It is possible to transfer ownership of future copyright works (ie works that have not yet been created). Section 91(1) of the Copyright Designs and Patents Act 1988 (CDPA 1988) provides that where an agreement is made in relation to future copyright, which is signed by the prospective owner, then ‘if, on the copyright coming into existence, the assignee or another person claiming under him would be entitled as against all other persons to require the copyright to be vested in him’, the copyright shall vest in the assignee or their successor in title. ‘Future copyright’ means copyright which will or may come into existence in respect of a future work or class of works or on the occurrence of a future event (CDPA 1988, s 91(2)). CDPA

In these circumstances, the rules of the relevant save as you earn (SAYE) scheme should be carefully checked to ensure that there is no provision which causes the option to lapse at the point that the savings are withdrawn. However, assuming that the option holder is still an employee of the company, it should be noted that SAYE options are more typically structured so that the option does not lapse until the end of six months after the maturity of the savings contract. This approach is reflected in the model SAYE scheme