Possible company structures Management companies established to own and look after the common areas of a development are commonplace in residential flat schemes. Where a developer wishes to contract out the management and provision of services, whilst retaining the reversionary interest it is likely that unless the developer is contracting out to a professional management company, a management company with relevant articles of association will need to be established. It is therefore important that the most appropriate form of company vehicle is chosen. A management company may be a company limited by shares or guarantee. A company limited by shares is a company where the liability of its members is limited by its constitution to the amount unpaid, if any, on the shares held by them. This is all that the shareholders are obliged to contribute to

What are Bullock and Sanderson orders? When the English Court decides to make a costs order, it will start with the general rule that costs 'follow the event', ie the losing party will pay the successful party's costs (CPR 44.2(2)(a)). However, the court is not bound to apply the general rule and can, if it considers it appropriate, make a different order (CPR 44.2(2)(b)). Bullock and Sanderson costs orders arise out of a specific set of circumstances, namely where the claimant makes claims, in either contract or tort, against two separate defendants and is successful against one defendant, but unsuccessful against the other. In these particular circumstances, the court has discretion to order the unsuccessful defendant to pay the successful defendant's costs. This discretion can be exercised by the court in one of two ways:

The grant of a tenancy for a term of more than seven years from the date of grant is required to be registered at the Land Registry. If the requirement of registration is not complied with, the transfer, grant or creation becomes void as regards the transfer, grant or creation of a legal estate; instead, the grant or creation has effect as a contract made for valuable consideration to grant or create the legal estate concerned. Accordingly, the unregistered lease will be an ‘equitable’ tenancy and will remain so until formally registered. Generally, the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) applies to tenancies which are granted after 1 January 1996. Under LT(C)A 1995, s 3(1): ‘The benefit and burden of all landlord and tenant covenants of a tenancy— (a)

Consequences of failure to register Since the Land Registration Act 2002 (LRA 2002) came into effect on 13 October 2003, LRA 2002, s 4(1)(c) requires the grant of a lease for a term exceeding seven years from the date of grant to be registered. The lessee must apply for registration within two months of the grant and if that does not happen, LRA 2002, s 7(1) provides that the lease 'becomes void as regards the…grant…of a legal estate' and LRA 2002, s 7(2)(b) provides that 'the grant…takes effect as a contract made for valuable consideration to grant…the legal estate concerned.' Accordingly, it takes effect in equity only. As such the consequences of failure to register impact on the type

Can an employer withhold a statutory redundancy payment if an employee has not returned a company laptop on termination of their employment? A worker is entitled to a redundancy payment under section 135 of the Employment Rights Act 1996 (ERA 1996) when: • they are an employee • they have been continuously employed for not less than two years at the ‘relevant date’ • they have been dismissed, and • the dismissal was by reason of redundancy For further information, generally, see Practice Note: Entitlement to statutory redundancy payment. An employee may make a claim to an Employment Tribunal regarding any question as to: • their right to a redundancy payment, or • the amount of a redundancy payment An individual cannot contract out of their right to a statutory redundancy payment other than in very specific circumstances, such as an Acas-conciliated COT3 agreement or a valid settlement agreement. Employers who

The duty of fidelity implied into every contract of employment will generally prevent an employee from disclosing to third parties confidential information which comes to his knowledge during the course of his employment. In addition to this, certain very confidential information, generally known as trade secrets, will be protected by the equitable duty of confidence. These two duties have combined historically to determine the implied duty on an employee in relation to confidential information. For further information, see Practice Note: Confidential information in employment. The categorisation of information which comes to an employee's knowledge during the course of his employment may be very important. Such information may be divided into the following broad categories (largely derived from the case of Faccenda Chicken v Fowler): • information that is largely incidental to the employer's business interests and/or is readily available from public sources (category one) • information that amounts to general knowledge and skill acquired by the employee during or prior to his

Unlike the position in England where there are regulations made under the Apprenticeships, Skills, Children and Learning Act 2009, there is no Scottish equivalent of primary or secondary legislation. In Scotland, Skills Development Scotland (SDS) publishes, annually in April, the Modern Apprenticeship Programme rules. The current version is called the Modern Apprenticeship Programme Conditions 2019/20, and these conditions apply, as the title indicates, to Modern Apprenticeship training providers and Skills Development Scotland (SDS). The training contract set out in Appendix 12 contains an agreement between the apprentice and SDS and a separate agreement between the employer and SDS. The apprentice also has to sign a declaration (Appendix 5), one part of which states that they are employed by the employer. Modern Apprenticeships operate on the basis of frameworks (for example, Equine, Hairdressing, Hospitality) and a Modern Apprenticeship in relation to each of these frameworks is governed by a framework document, which contains sample training agreements for the apprentice,

Where an employee is given notice of termination, they remain subject, and entitled, to the terms of their employment contract for the duration of the notice period—they are entitled to work out their notice, and to be paid. The entitlement to payment generally hinges on the employee being willing and available for work during their period of notice (unless they are absent, for example, on account of taking holiday, or illness). Where, as in this case, the employee is to be given notice of termination before a proposed period of unpaid sabbatical is due to start: • if the employee is given an opportunity to work out their contractual notice, and • the employee requests, and the employer agrees, that a portion of their notice period

The combined effect of the implied duty of fidelity, any fiduciary duties owed by the employee and express restrictions on competition (such as garden leave clauses) and on the use of confidential information during employment contained in the contract of employment can protect the employer against competition while the employee is employed. Post-termination restrictions (also known as restrictive covenants) can provide effective protection to an employer against competition by a former employee. However, the protection that such provisions afford will depend on the extent to which the relevant restrictions are judged by the court to be enforceable. Usually, the enforceability of the relevant restrictions will be judged by a court at an interim hearing of an application by the employer for an interim injunction to enforce the restriction concerned. This will involve an assessment of issues such

Under section 4 of the Landlord and Tenant Act 1987 (LTA 1987), a relevant disposal occurs when the immediate landlord of the qualifying tenants wishes to dispose of its interest. ‘Disposal’ has an extremely wide meaning and includes the disposal of any estate or interest (whether legal or equitable). It covers the creation or transfer of such an estate or interest and includes the surrender of a tenancy and the grant of an option or right of pre-emption. It also includes a contract to create or transfer an estate or interest in land. In this part references to a relevant disposal affecting any premises to which this part applies are references to the disposal by the landlord of any estate or interest (whether legal or equitable) in any such premises, including the disposal of any such estate or interest in any common parts of any such premises but excluding— ‘(a) the grant of any tenancy

Business Property Relief (BPR) is an exemption from inheritance tax contained within the Inheritance Tax Act 1984 (IHTA 1984) (IHTA 1984, s 104 et seq) which gives up to 100% relief in respect of a business or interest in a business, together with any shares in any unquoted company. Relief of 50% is available in certain specified other circumstances. It is therefore a potentially powerful tool for inheritance planning. See Practice Note: IHT—business property relief. To qualify for BPR, the business must have been owned for at least two years; must not be subject to a binding contract for sale (though an option to purchase does not affect the relief); and the business must not be for the purpose of buying and selling stocks and shares, dealing in land or buildings

Section 102(1) and (2) of the Inheritance Tax Act 1984 (IHTA 1984) provide that, subject to exceptions, where, on or after 18 March 1986, an individual disposes of any property by way of gift and either: '(a) possession and enjoyment of the property is not bona fide assumed by the donee at or before the beginning of the relevant period or (b) at any time in the relevant period the property is not enjoyed to the entire exclusion, or virtually to the entire exclusion, of the donor and of any benefit to him by contract or otherwise, then the individual will be treated as having a beneficial interest in that property at his death.' IHTA