PROMISSORY NOTE Principal amount: £[insert amount in figures] ([insert amount in words]) [insert date] [I, (the ‘Promisor’), OR We, (the ‘Promisors’), jointly, OR We, (the ‘Promisors’), jointly and severally,] promise to pay to [insert name of payee] of [insert address of payee] (the ‘Payee’) [or to the order of the Payee OR to bearer] [on demand OR [insert number of months] months after date OR [insert number of days] days after sight], at [insert address where the promissory note

Arbitration analysis: Where a promissory note is issued under a contract containing an arbitration agreement and the assignee of the note wishes to commence a claim under the note, is the assignee bound by the obligation to arbitrate? Or can he or she simply sue on the promissory note through a court action? The Singapore Court of Appeal in Rals International v Cassa di Risparmio di Parma e Piacenza recently upheld the decision of the High Court that the assignee’s claim based on a number of promissory notes did not fall within the scope of the arbitration agreement in a Supply Agreement. Mahesh Rai and Don Loo of Drew & Napier LLC discuss the decision.

A promissory note is often used in similar trade finance situations to a bill of exchange (see Practice Note: Introductory guide to unstructured trade finance), with the principal difference being that a bill of exchange is an order to pay (usually the drawer ordering the drawee to pay the payee), while a promissory note is a promise to pay (the maker of the note promising to pay the payee). For more information on bills of exchange, see Practice Note: Bills of exchange—structure and parties. Both bills of exchange and promissory notes are governed by detailed provisions of the Bills of Exchange Act 1882 (BEA 1882). When construing the BEA 1882 with respect to promissory notes, Part II of the BEA 1882 must be considered as it contains certain modifications and exceptions that apply mutatis mutandis to the provisions governing bills of exchange. BEA 1882, s 83(1) provides that a promissory note is: '…an unconditional promise in writing made by one person to another signed by the maker,

A promoter is an individual, firm or company acting as a principal involved in the formation of a company.

Part 5 and Schedules 33A to 36 to the Finance Act 2014 (FA 2014) and Part 6 of the Finance Act 2026 (FA 2026) contain rules relating to promoters of tax avoidance schemes (POTAS). These rules are designed to discourage the marketing of tax avoidance schemes by imposing sanctions on promoters who engage in some defined types of behaviour. The rules, referred to collectively as the POTAS rules, build upon the rules for the disclosure of tax avoidance schemes (DOTAS) and use many of the same definitions. This Practice Note is therefore intended to be read together with Practice Note: Disclosure of tax avoidance schemes—income tax, corporation tax, CGT and NICs. The promoter rules have a separate function from DOTAS, in that DOTAS is designed to elicit information about schemes (and ties in with the rules on accelerated payment notices), whilethe promoter rules are intended to impose sanctions on promoters. This Practice Note is about the POTAS rules, but it should be noted that there are a range of other statutory provisions applying to promoters

Context There are a large number of statutory provisions which grant compulsory purchase powers for specific purposes to specified bodies, see Practice Note: Sources and limits of compulsory purchase powers. Authorisation of compulsory purchase is commonly conferred by a compulsory purchase order (CPO), which is made by the specified body (the acquiring authority) and then confirmed by the confirming authority (which is the minister having the power to authorise the acquiring authority to purchase the land compulsorily, or an inspector appointed by that minister to act instead or in some cases the acquiring authority). This Practice Note focuses on the procedure for promoting a CPO to which the Acquisition of Land Act 1981 (ALA 1981) applies. ALA 1981 applies to most compulsory acquisitions by public bodies, although separate procedures may apply, for example, where compulsory acquisition is proposed as part of development consent orders under the Planning Act 2008 (PA 2008) which is not dealt with in this Practice Note (see Practice Notes: Compulsory

Date [date] Parties 1 [name of (first) Owner] [and [name of second Owner]] [ [both] of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] ([together] Owner) 2 [name of Promoter] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Promoter) 1 Definitions In this Agreement, the following definitions apply: [Adverse Rights • any easement, covenant, right or other interest in or over the Property, the release, discharge or variation of which is reasonably necessary in order to: (a) achieve the Objective; or (b) facilitate the Development;] [Adverse Rights Agreement • any document giving legal effect to the release, discharge or variation of an Adverse Right;] Appeal • an appeal by the Promoter to the Secretary of State under section 78 of TCPA 1990; Appointment • a deed executed by each member of the Professional Team [substantially] in the form [of the respective drafts] attached at Appendix 2 with any amendments that: (a) the Promoter [reasonably] requires; [and] (b) [ [(if the amendments would [materially] adversely affect the Owner’s rights under the relevant Appointment)], are approved by the Owner;] Biodiversity Gain • the biodiversity gain objective described in Schedule 7A of TCPA 1990, and also any equivalent form

This Practice Note examines the regulatory requirements for promoting Financial Conduct Authority (FCA)–regulated collective investment schemes (CIS) in the UK. It considers the financial promotion restriction under section 21 of the Financial Services and Markets Act 2000 (FSMA 2000), the exemptions contained in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, SI 2005/1529 (FPO), and the FCA rules and guidance on financial promotions applicable to regulated CIS, including those in Chapter 4 of the Conduct of Business sourcebook (COBS) of the FCA Handbook. For information on the restrictions governing the financial promotion of unregulated collective investment schemes (UCISs), see Practice Note: Promotion of unregulated collective investment schemes (UCIS). What are regulated CIS? A regulated CIS refers to a CIS that has been authorised or recognised by the FCA to be promoted to retail investors in the UK. Authorised CIS take the legal form of a UK authorised unit trust (AUT), a UK authorised contractual scheme (ACS) or a UK investment company with variable capital (ICVC) (also known as an open ended investment

This Practice Note examines the restrictions on promoting unregulated collective investment schemes (UCIS) in the UK by authorised and unauthorised persons, as set out under the Financial Services and Markets Act 2000 (FSMA 2000). It also reviews the exemptions contained in the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, SI 2001/1060 (Promotion of CIS Order); the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, SI 2005/1529 (FPO); and the Financial Conduct Authority (FCA) rules and guidance on financial promotions relevant to UCIS, including those in the Conduct of Business sourcebook (COBS) of the FCA Handbook. For information on the restrictions governing the financial promotion of regulated collective investment schemes (CIS), see Practice Note: Promotion of regulated collective investment schemes. What are unregulated collective investment schemes? A UCIS is any CIS that is not regulated by the FCA as either an authorised (regulated) fund or a recognised scheme. Firms and individuals can check the FCA register to find out whether a CIS is authorised or recognised. For more information

This Practice Note covers the rules relevant to promotional marketing and price claims. It covers the general rules that are applicable to most sales promotions, including those relating to the administration of the promotion, safety, suitability and children, promotion terms and conditions and the availability of the promotion. It also considers price statements and specific types of promotions, such as free offers and free trials, ‘up to’ and ‘from’ claims, savings claims and the use of reference pricing (such as recommended retail prices (RRP)), price comparisons, ‘lowest price’ claims, time-limited offers and volume offers. This Practice Note does not cover prize promotions (ie prize draws or prize competitions), for which see Practice Note: Prize promotions. Relevant legislation and self-regulatory codes The rules applicable to advertising in the UK are found in both legislation and in self-regulatory industry codes of practice. The CAP Code and BCAP Code The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) and the UK Code of Broadcast Advertising (BCAP Code) are written and maintained by the Committee of Advertising

A hearing before a judge where evidence is led.

A hearing before a judge where evidence is led before questions of law are determined by a court.