It is standard market practice for warranties to be provided by the construction/design team to the following beneficiaries: • funder of the development • any first purchaser of the whole or a substantial part • any first tenant of the whole or a substantial part • employer (if the warrantor is a consultant or sub-contractor) • freeholder Where a purchaser is the 'first' purchaser from the employer/developer, a typical construction contract will provide, therefore, that the first purchaser will be entitled to receive a collateral warranty equivalent (ie on the same terms) to that given to the employer/developer, from the same contractor/consultant/sub-contractor. Any other beneficiaries not listed above, ie the funder of a

A whistleblowing claim may be made by an employee if they are dismissed or suffer a detriment because they have made a protected disclosure. Protected disclosures are governed by Part IVA of the Employment Rights Act 1996 (ERA 1996) and include where a criminal offence has been committed. ERA 1996, s 43J provides that any provision in an agreement between a worker and their employer, whether a contract or not, is void insofar as it purports to preclude the worker from making a protected disclosure. Therefore, there can be no prohibition on the making of a disclosure. However, the section is silent as to the use of confidential documents in a whistleblowing claim. The terms of a

The Drafting Notes to clause: Control definition state: ‘…two options are offered in the suggested definition of the term “control”. The first option is that this term is defined by reference to section 1124 of the Corporation Tax Act 2010; this is a comprehensive, but complex definition. The second option may be more appropriate for straightforward transactions.’ Often in commercial contracts, the term ‘change of control’ is construed by reference to the definition of ‘control’. Therefore, how complex the structure of the parties to the contract, the type of transaction being entered into, the intentions of the parties, the bargaining power of the parties, and the clause within which control is used will be a factor in determining which

There are a range of issues that could arise for transfer pricing purposes, due to the impact of coronavirus (COVID-19). Intra-group contracts The starting point for a transfer pricing analysis will be the terms and conditions of a legal contract, and therefore clauses in intra-group contracts relating to termination or force majeure could be important in considering whether, and if so how, the coronavirus epidemic will impact arrangements between group entities. Third party contracts in similar circumstances may provide an arm’s length example of how intra-group arrangements may also be renegotiated in this current environment, whether that means changes to payment term durations, the related party fee itself or the need for compensation payments. Allocation of losses Given the broader financial impact that coronavirus has had and will continue to have, one of the key transfer pricing questions will be how this affects profit (or loss) allocation among group entities. The crisis will clearly result in a significant reduction

We have assumed that the donor of the power of attorney is a company under the Companies Act 2006 (CA 2006). Documents may be executed by companies incorporated under CA 2006 either: • by or on behalf of the company (in the case of simple contracts) • by the company (in the case of deeds) Under CA 2006, any person acting under the company’s express or implied authority can enter into a simple contract on the company’s behalf. Unlike simple contracts, there is no option for a deed to be made ‘on behalf of‘ a company. To be binding on a company, a deed must be executed by the company in accordance with the provisions of CA 2006. A company can execute a deed by: • using its common seal, or • signature of its officers (two authorised signatories (every director and the company secretary are ‘authorised signatories’) or by one director in the presence of a witness A company may also appoint a person

Statutory enhanced protection from redundancy is available to employees during pregnancy, maternity leave, adoption leave and shared parental leave, and for an additional period after those types of statutory family-related leave, under Maternity and Parental Leave etc Regulations 1999, SI 1999/3312, reg 10(1)–10(2), Paternity and Adoption Leave Regulations 2002, SI 2002/2788, reg 23, Shared Parental Leave Regulations 2014, SI 2014/3050, reg 39(1). Where, during the protected period, it is not practicable by reason of redundancy for the employer to continue to employ the employee under their existing contract of employment, then the employer must offer the employee any suitable available vacancy that exists with either: • the employer • the employer's successor, and/or • any associated employer For

A home rights notice protects the rights given to a spouse or civil partner under section 30 of the Family Law Act 1996 (FLA 1996). That section provides that where one spouse has an entitlement to occupy a dwelling house by virtue of a beneficial estate, interest or contract, or any enactment giving the right to occupy, and the other does not, the latter spouse or civil partner has the right not to be evicted or excluded without the permission of the court or, if not in occupation, the right with the permission of the court to enter into and occupy that dwelling house. Home rights allow the non-entitled spouse to pay rent as if they were the entitled spouse

This Q&A assumes that the terms of the contract require the service of notices to be in accordance with the provisions of section 196 of the Law of Property Act 1925 (LPA 1925) as extended by section 1 of the Recorded Delivery Service Act 1962. The relevant sections in respect of service read as follows: ‘(3) Any notice required or authorised by this Act to be served shall be sufficiently served if it is left at the last-known place of abode or business in the United Kingdom of the lessee, lessor, mortgagee, mortgagor, or other person to be served, or, in case of a notice required or authorised to be served on a lessee or mortgagor, is affixed or left for him on the land or any house or building comprised in the lease or mortgage, or, in case of a mining

Under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833, a 'night worker' is one who: • 'as a normal course' works at least three hours of their daily working time during night time, or • is specified as a night worker in a collective agreement or workforce agreement ‘Night time' is, by default, the period between 11pm and 6am. This can be varied by a relevant agreement (eg a contract of employment) to be any period which: • is a period of not less than seven hours, and • includes the period between midnight and 5am A person works hours 'as a normal course' (without prejudice to the generality of that expression) if they work such hours

A part-time worker has the right not to be treated by their employer less favourably than the employer treats a comparable full-time worker: • as regards the terms of their contract, or • by being subjected to any other detriment by any act, or deliberate failure to act, of their employer The Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000 (PTW Regs 2000), SI 2000/1551 therefore apply (among other things) to holiday. For further information generally on a part-time worker’s rights under the PTW Regs 2000, SI 2000/1551, see Practice Note: Part-time workers. There are no special provisions in the Working Time Regulations 1998 (WTR 1998), SI 1998/1833 for part-time workers. Their position

Who is a consumer? In Tarcǎu, the European Court of Justice stated: ‘it should be observed that the concept of ‘consumer', within the meaning of Article 2(b) of Directive 93/13, is objective in nature... It must be assessed by reference to a functional criterion, consisting in an assessment of whether the contractual relation at issue has arisen in the course of activities outside a trade, business or profession… The national court before which an action relating to a contract which may be covered by that directive has been brought is required to determine, taking into account all the circumstances of the case and all of the evidence, whether the contracting party in question may be categorised as a ‘consumer' within the meaning of that

Where the cohabitant is not alleging any interest in the property Under section 36 of the Family Law Act 1996 (FLA 1996), if one cohabitant or former cohabitant is entitled to occupy a dwelling house (defined as a home in which the parties cohabited, or in which they at any time cohabited or intended to cohabit) by virtue of a beneficial estate or interest or contract, or by virtue of any enactment giving them the right to remain in occupation, and the other cohabitant or former cohabitant is not entitled to occupy the family home, the cohabitant or former cohabitant (the applicant) who is not entitled to occupy the family home may apply to the court for an order against the other cohabitant or former cohabitant (the respondent)