This Checklist looks at the steps which a buyer’s solicitor should take during the due diligence process in order to address any issues which may arise from the physical condition of the property and the surveyor’s report. Although reference is made in this Checklist to the buyer’s solicitor, the same considerations apply to a tenant’s solicitor acting on the acquisition of a new lease or a borrower’s solicitor acting on the financing or re-financing of property. A solicitor is not qualified to advise on the condition or value of a property and the report on title prepared for the buyer by the buyer’s solicitor should contain a qualification to this effect. If the survey or valuation raises any issues with the property, the buyer may wish to negotiate a reduction in the price or an obligation in the contract requiring the seller to remedy the issue before completion. Has the buyer’s solicitor advised the buyer to carry out a survey? A buyer’s solicitor should always advise the buyer to have the property professionally

This Practice Note contains links to materials relating to holiday and holiday pay entitlement, also commonly referred to as a worker’s right to paid annual leave. Paid holiday benefits both employers and workers by allowing workers a period of relaxation and recuperation. The entitlement to paid annual leave can be statutory (ie the minimum requirement of 5.6 weeks arising under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833) or contractual (ie as a result of terms in the contract of employment, which may be in excess of, but cannot be less than, the statutory minimum). Statutory holiday and holiday entitlement under the WTR 1998 Practice Note Summary Statutory paid holiday—the right —Introduces the topic of statutory paid holiday and holiday pay—Outlines the changes that applied from 1 January 2024 and for leave years starting on or after 1 April 2024—Explains the basic entitlement to four weeks of paid annual leave (under WTR 1998, SI 1998/1833, reg 13, implementing Article 7 of Directive 2003/88/EC, the Working Time Directive (WTD)), and the additional

The Financial Ombudsman Service (FOS) has two areas of jurisdiction: • the compulsory jurisdiction (ie the jurisdiction of the FOS to which firms authorised by the Financial Conduct Authority (FCA), payment service providers, electronic money issuers and certain others are compulsorily subject), and • the voluntary jurisdiction (ie the jurisdiction of the FOS for those businesses which are not covered by the FOS' compulsory jurisdiction but which would like to join the FOS’ jurisdiction and participate by contract) Both ‘compulsory jurisdiction’ and ‘voluntary jurisdiction’ are defined in detail in the Glossary to the FCA Handbook. The voluntary jurisdiction of the Financial Ombudsman Service (FOS) is dealt with in Chapters 2 and 4 of the FCA’s Dispute Resolution: Complaints Sourcebook (DISP) rules, and is set out under section 227 and Schedule 17, Part IV of the Financial Services and Markets Act 2000 (FSMA 2000). Under FSMA 2000, s 227(1)–(2), the FOS can consider a complaint which relates to an act or omission of a firm (the respondent) in carrying on an activity to which voluntary

This Practice Note describes the effect of tax considerations when a court decides how much to award a claimant as damages for a financial loss. It also considers the account that a court will take of tax when calculating any interest component of the award. The court's aim will be to award an amount of damages that will place the claimant in the same position as if the wrong or injury (for instance negligence, misrepresentation or breach of contract) had not taken place. This means that it may be relevant to consider: • any tax that will be payable on the damages award (see Practice Note: Direct tax treatment of damages and compensation payments), and/or • the tax that would have been payable if the wrong or injury had not taken place—for instance, if the damages are to compensate the claimant for a loss of trading profits, whether the claimant would have been taxable on those profits If this is a contractual dispute, then before considering the principles discussed in this

The Gibbs rule provides that the discharge of a debt may only properly be determined by the governing law of the debt. Subject to the modifying effect of legal instruments in the area of cross-border insolvency, an English court may apply this common law rule to hold that a foreign restructuring, which purports to discharge an English law governed debt (or a debt governed by a law other than the law of the foreign restructuring), does not in fact do so in England. Consequently, the court may allow a dissenting creditor to enforce the debt in England. The nature and extent of the Gibbs rule will therefore be of interest to distressed debt investors and their advisers and this note sets out some of the important issues to be considered. The development of the Gibbs rule The Gibbs rule was identified and developed in a series of cases in the 19th century, beginning with Smith v Buchanan (1800) 1 East 6 (not reported by Lexis+® UK), where Lord Kenyon CJ stated: ‘[I]t is impossible to say that a contract

This Practice Note identifies and explains key legal and practical issues relevant to the termination of an IT outsourcing engagement and the subsequent transition of the services either back in-house to the customer or to a replacement service provider. Termination—why the outsourced IT arrangement has ended This is the final stage in the IT outsourcing life cycle. (See Outsourcing lifecycle—UK-based IT services—flowchart and Outsourcing lifecycle—global sourcing of IT services—flowchart.) The IT outsourcing engagement may end for various reasons, triggering transition of the services to a replacement supplier or back to the customer. These include: • expiry of the IT outsourcing agreement • termination by a party for: ◦ convenience (although often only the customer will have this right) ◦ general material breach by the other party ◦ the other party's breach of particular key contract terms, ie confidentiality, data protection and intellectual property rights (IPRs). The customer may have termination rights triggered by the occurrence of specific events, such as the supplier's failure to comply with regulatory requirements, implement benchmarking findings or achieve the required

This Practice Note deals with influencer marketing in Germany. It is aimed at social media talent (influencers) as well as at brand owners engaging in advertising. This Practice Note focuses on labelling and disclosure requirements, sanctions, and how disclosure is regulated. Subsistence of copyright in the sponsored content and key provisions in relevant agreements are also covered. The nature of social media influencers Influencer marketing is a common form of advertising in which companies hire a person, the influencer, to promote their products (Higher District Court of Hamburg GRUR-RS 2020, 18139, para. 55; Zurth/Pless, ZUM 2019, 414 (414 et seq.)). Influencers are interesting contract and advertising partners for a company as they have built either a large following guaranteeing a broad reach for their posts (so-called celebrity influencers) or a following of a (small) homogeneous group of followers interested in the same topic (so-called micro-influencers) (cf. Draheim/Mittelstädt—HL Engage Influencer Snapshot, see Ins and outs of celebrity influencers). In the latter case, the influencer

This Q&A should be read in conjunction with Practice Note: Loss of chance damages. Loss of chance claims can be complex. For a summary of practical considerations when pursuing or faced with a claim in which loss of chance damages are sought, see Practice Note: Loss of chance damages—Loss of chance damages—practical considerations. What is the loss of a chance approach? The loss of chance approach is relevant to claims for damages (whether arising in contract or tort) where the future or hypothetical actions of a third party impact on causation. When claiming compensatory damages, generally the claimant must establish causation, ie that on the balance of probabilities, the defendant’s wrong caused the claimant’s loss. Ordinarily, the traditional ‘but for’ test applies, and essentially the question is: whether the damage would have accrued but for the defendant’s action. If the court finds that, as a matter of fact, the defendant’s wrong caused the loss complained of, the court will then examine how far removed the damage suffered is

ARCHIVED: This Practice Note is based on provisions revoked on 1 April 2013. It is therefore for historical purposes only. General Where costs are assessed on the indemnity basis, the court will: • not allow costs which have been unreasonably incurred or are unreasonable in amount • not be concerned with whether or not costs are proportionate • resolve any doubt over whether costs have been reasonably incurred in favour of the receiving party CPR guidance The CPR contains no guidelines as to when indemnity costs will be ordered, although it does prescribe two specific sets of circumstances in which they are likely to be ordered: • costs payable under a contract. While such costs are not expressed to be payable on the indemnity basis, the lack of a requirement to be proportionate amounts to the same thing (r 48.3) • where a Part 36 offer has been made by the claimant, is rejected by the defendant, and the claimant recovers more (r 36.14(3)(b)) The court's approach A summary

Decommissioning security agreements Oil and gas companies are expected to return the seabed to its original state (subject to certain exceptions) by permanently removing installations and/or infrastructure from the seabed and securing wells. As decommissioning occurs when the asset no longer produces revenue, the companies primarily responsible for decommissioning provide funds in a trust in advance so that those funds are available when decommissioning occurs, whether or not the company providing those funds still exists at the time. Such trusts are created by a decommissioning security agreement (DSA), a contract between two or more parties that obliges a party to create a trust in favour of another party or parties for the future cost of decommissioning. The trust will either hold cash or security and, usually, will be administered by an independent trustee. For more information on decommissioning, see Practice Notes: • Decommissioning—International Law and UK Government Policy • Decommissioning—legislative background • Decommissioning—planning for decommissioning • Decommissioning—types of decommissioning contracts Types of DSA Bilaterial or field-wide? A bilaterial DSA is usually put in place when a company

Produced in association with 4 Pump Court This Practice Note considers whether it is possible to have an adjudication between three or more parties (known as multi-party adjudication), for example if an employer wishes to adjudicate in relation to a defect that was caused by a contractor and a consultant. Adjudication is not a procedure well suited to multi-party disputes—dealing with submissions from two parties within a 28-day timeframe is often challenging enough, without adding in a further layer of complication (particularly if the two responding parties need to reply to arguments from each other, as well as the referring party). As such, most adjudication regimes, and the Scheme for Construction Contracts, do not contemplate multi-party adjudications. For guidance on which common adjudication rules and standard form contracts permit multi-party disputes, see Practice Note: Introduction to adjudication clauses and procedures. There are, however, contractual schemes purporting to allow non-parties to be joined in an adjudication under that contract. The difficulty in principle with this approach is that it is not easy to see how an adjudication

This Practice Note is intended as an introductory guide to facility agreements (loan agreements) for those new to lending transactions. It discusses the usual components of a bilateral, committed facility agreement to a corporate borrower and links out to further information. For a more comprehensive introductory guide to lending transactions, see Practice Note: Introductory guide to lending and for introductory information on drafting and negotiating a facility agreement, see Practice Notes: Negotiation guide—facility agreement, How to draft and negotiate a facility agreement and Drafting techniques and contract language. Where appropriate, this Practice Note highlights relevant provisions in Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee and the Loan Market Association (LMA) investment grade multicurrency and revolving term facilities agreement with/without observation shift (the LMA facility agreement) (available to LMA members on the LMA website). Note the LMA facilities agreements are for use on syndicated rather than bilateral transactions—see Practice Note: Bilateral, syndicated and club arrangements. For clause by clause commentary, see Practice Note: Loan