Banks and other funders frequently take an assignment of the benefit of the suite of construction documents in respect of a development as an additional part of a security package for their loan to finance the development. See Practice Notes: Assignment in construction contracts and Legal and equitable assignment in construction contracts. This Practice Note looks at the different methods used for such an assignment and some of the risks. In this note, for brevity, all funders are referred to as ‘banks’. Why does a bank wish to take an assignment? It is worth noting that an assignment of construction documents is only one of a number of security measures that a bank will have. It will also probably register a charge against the employer itself and will also benefit from a suite of collateral warranties from the construction parties (contractor, professional consultants and key sub-contractors). These warranties will be likely to contain step-in rights so that the bank can assume the position of the employer in the event of the employer defaulting

Assignments by way of security can take different forms and it is important to understand how they are created and their effect. Security over choses in action such as debts and other contractual rights is often taken by way of an equitable or statutory assignment by way of security. This Practice Note explains: • what assignments by way of security are • which types of assets they are used for • whether they take legal, statutory or equitable form and the advantages of the statutory form • why it is important to serve notice of an assignment by way of security What is an assignment by way of security? Assignments by way of security are a type of mortgage. They involve: • an assignment (ie transfer) of rights by the assignor to the assignee subject to: • an obligation to reassign those rights back to the assignor upon the discharge of the obligations which have been secured When the obligations that have been secured have been discharged, the assigned rights

This Practice Note sets out certain key cases and relevant content in relation to assignment. The cases are divided by topic area and include: • Assignment—general points • Assignment—legal (statutory) or equitable • Importance and advantages of giving notice to debtor • Standing to sue debtor where assignment is equitable • Impact of prohibition or restriction on assignment Assignment—general points Names of parties Judgment date Case summary Relevant content Abraaj Investment Management v Kes Power [2026] EWHC 65 (Comm) 16 January 2026 The case looks at assignment principles in the context of secured lending. In particular, the judgment offers an insight into when estoppel might assist a lender faced with problematic security—in this case a receivable was assigned to a lender by a group company who did not actually own the receivable. The judgment also touches on a number of other areas of interest, however, including when assignments can be implied, whether ‘no assignment’ clauses are subject to a reasonableness qualification and consideration issues in acknowledgements of notice. Estoppel saves the validity of an

The entity disposing of an asset by an assignment.

Stop press: Applications cannot be made under Part 68. This Practice Note covers the provisions in CPR 68 which came into force on Tuesday, 1 October 2024; the date when The Civil Procedure (Amendment No. 3) Rules 2024, SI 2024/839 came into force. However, the provisions in Part 68 are prefaced on the coming into force, on the same date, of sections 6A, 6 B and 6C of the European Union (Withdrawal) Act 2018. Those sections did not come into force as a consequence of The Retained EU Law (Revocation and Reform) Act 2023 (Commencement No 2 and Saving Provisions) (Revocation) Regulations 2024, SI 2024/976 published on 26 September 2024 (in force from 18 September 2024) which revoked regulations due to bring into force the new sections 6A, 6B and 6C of the Withdrawal Act 2018. The Government did not provide a rationale at the time for the revocation of the regulations. However, in a letter from the Department of Business & Trade to The Director of Policy at the Bar

Introduction The body of domestic law derived originally from EU obligations and established by the European Union (Withdrawal) Act 2018 (EU(W)A 2018) as retained EU law (REUL) is from 2024 known as ‘assimilated law’. This is a result of the Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023). The re-labelling reflects significant change in the domestic status and treatment status of assimilated law. The purpose of the change is to progress the domestication or assimilation of what was once EU law into the UK’s legal order and its reform. Reminder: what was retained EU law (REUL)? In order to understand the change from REUL to assimilated law, it is necessary to remind ourselves about REUL, which was created by EU(W)A 2018. For background reading on EU(W)A 2018, see Practice Note: Brexit—key legislation explained. Following the end of the Brexit implementation period on 31 December 2020, EU(W)A 2018 created a new category of domestic law—REUL. REUL was made up of several different 'baskets' of law: • EU-derived domestic legislation, including both domestic primary legislation and domestic secondary

Assimilated law and retained EU law are concepts introduced by the European Union (Withdrawal) Act 2018 (EU(W)A 2018), as amended, in connection with Brexit, and referring to a new category of domestic law. They are the collective terms given, at two stages of the domestic legal system to Brexit, to the body of EU-derived laws preserved in domestic law after the Brexit transition period (referred to in EU(W)A 2018 and associated legislation as IP completion day). For initial background reading, see Practice Note: Retained EU law and assimilated law. Assimilated law versus retained EU law: what’s the difference? Both retained EU law and assimilated law are terms referring to the residual body of domestic law that originally derived from the UK’s membership of the EU. The two terms represents two stages in the domestic legal system’s adaptation to Brexit: • retained EU law was the name given to that body of law as it was preserved in or converted into domestic law at the end of the Brexit ‘implementation period’ at 11 pm on 31 December

This Practice Note is about the extent and application of assimilated law (formerly ‘retained EU law’) in the context of the UK’s tax rules after 1 January 2024, which is the commencement date of key provisions of the Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023). This Practice Note does not consider the EU’s State aid rules. For information on State aid and tax, see Practice Note: State aid law and corporate taxation. For more information on the rules that applied immediately from the end of the Brexit implementation period (IP) at 11pm on 31 December 2020, see Practice Note: Retained EU law and tax. This Practice Note does cover general principles relating to assimilated law and VAT. However, different rules apply in relation to the VAT treatment of the movement of goods in and out of Northern Ireland, and these are not covered in this Practice Note. For information on these rules, see: Cross-border VAT—overview. The implementation period—31 January to 31 December 2020 On 31 January 2020 (exit day), the UK ceased to be an EU

The government stopped commencement of the Retained EU Law (Revocation and Reform) Act 2023, section 6 last week as part of its work on a UK-EU 'reset'.

1 Definitions CMA • the Competition and Markets Authority; Relevant Day • has the meaning given to it in VABEO Article 12(3); and VABEO • the Competition Act

Why is assistance in collection needed? The background to this topic is the well-established principle of international law that the courts of one jurisdiction will not assist in the enforcement of the penal or revenue laws of another. This is known as the ‘revenue rule’. It is also known as Dicey Rule 3 because it was enumerated in Rule 3 of Dicey and Morris on the Conflict of Laws (which is now Rule 20 in Dicey, Morris and Collins on the Conflict of Laws). The underlying rationale of the revenue rule is that a foreign state is not entitled to exercise sovereignty on the territory of another country. In summary, the revenue rule prevents: • the courts or tax officials assisting in the collection of foreign taxes, and • a state from suing for taxes owed to it in a foreign court The widespread impact of the revenue rule has lead to the creation of cross-border agreements whereby the revenue authority of one state (also known as a competent authority) agrees to provide

Lord Falconer's Assisted Dying for Terminally Ill Adults Bill [HL] was introduced in the House of Lords on 26 July 2024. This Bill proposes to allow adults who are terminally ill and as a consequence of that terminal illness, are reasonably expected to die within six months, the right to end their life subject to safeguards.