Commercial analysis: The Court of Appeal held that an indemnity introduced into an existing PPI agency relationship did not extend retrospectively to mis-selling before the agreement took effect: clear wording was required to impose liability for historic conduct. AXA’s alternative contribution claim under the Civil Liability (Contribution) Act 1978 (CL(C)A 1978) also failed because regulatory redress obligations did not establish a civil liability to customers capable of satisfying section 1(6), and hypothetical later liability could not fill that gap. The decision underlines the need for practitioners expressly to address historic acts, regulatory redress and associated costs when drafting indemnities, and, when pursuing contribution, to identify an existing civil cause of action and the same damage for which both parties are liable. Produced in partnership with Alexander Brown KC of One Essex Court.

Date [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Tenant) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Guarantor)] Background (A) The immediate reversion and the residue of the term of the Lease are respectively vested in the Landlord and the Tenant. (B) The Lease permits the Tenant to carry out certain alterations with the consent of the Landlord. (C) The Tenant has carried out the Works (as defined below) without the consent of the Landlord. (D) At the request of the Tenant [and the Guarantor], and in consideration of the obligations set out in this Licence, the Landlord has agreed to grant retrospective consent for the Works on the terms of this Licence. 1 Definitions In this Licence, the following definitions apply: [Building • the building of which the Property forms part [and known as [description]];] CDM Regulations • Construction (Design and Management) Regulations 2015, SI 2015/51; Drawings and Specification • the

The injunction order cannot override other regulatory controls such as planning legislation. The definition of 'development' under section 55 of the Town and Country Planning Act 1990 includes building operations, being operations

This Practice Note discusses the process for seeking reimbursement for a past period of care where NHS Continuing Health Care (CHC) eligibility should have been considered, but none or insufficient consideration took place. This is commonly referred to as a request for assessment of a previously unassessed period of care (PUPoC). This Practice Note focuses on the application process in England. There are alternative processes and complaints routes in Wales, Scotland and Northern Ireland which are briefly noted below. This does not discuss in detail the appeals against an adverse CHC eligibility decision where an assessment has already taken place. For further guidance on challenging a CHC decision, see Practice Note: How to appeal a continuing healthcare decision. What is NHS Continuing Healthcare? NHS CHC is a package of ongoing health and social care funded by the NHS for an adult with a ‘primary health need’. It may be provided in any setting including at the individual’s home or care home. Eligibility does not depend on a particular diagnosis, setting or financial resources.

Return swaps are derivative contracts under which one party agrees to pay the economic return (income and capital appreciation or depreciation) on a specified reference asset or index to another party, usually in exchange for a floating or fixed rate of interest. They are commonly used in financing, structured products and hedging strategies to obtain synthetic exposure to shares, loan portfolios, bonds or indices without transferring legal ownership of the underlying assets. In UK and Irish legal practice, “return swap” is a descriptive market term rather than a concept defined in primary legislation or case law; documentation and rights are primarily governed by contract (typically an ISDA Master Agreement and related confirmations). Key legal features include credit risk on the counterparty, regulatory characterisation as a derivative (with associated EMIR/MiFID II or Irish/UK onshored equivalents compliance), collateral and margining provisions, and close-out/netting mechanics on default. Usage and legal analysis are broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland, subject to jurisdiction-specific issues on security, insolvency, netting and conflict-of-laws treatment of cross-border swaps.

Insert the following as new definitions (if not already included) in the articles of association of the relevant company: A Ordinary Shares • means the A ordinary shares of [insert amount] each in the capital of the Company; Available Profits • means profits available for distribution within the meaning of the Companies Act; B Ordinary Shares • means the B ordinary shares of [insert amount] each in the capital of the Company; Issue Price • means the price at which the relevant Share is issued, being the aggregate of the amount paid up or credited as paid up in respect of the nominal value thereof and any share premium thereon; Preference Dividend • means the dividend payable pursuant to

Return of service describes the written confirmation that a claim form, writ, summons or other court document has been properly served on a party. It is usually completed by the person effecting service (for example, a process server, solicitor, court officer or sheriff officer) and filed with the court as proof of service.In England and Wales and Northern Ireland, the concept appears in the Civil Procedure Rules and court forms (often as a certificate or statement of service). It records how, when, where and on whom documents were served, and by what method (personal service, post, document exchange or electronic service). Similar terminology and practice exist in Ireland under the Rules of the Superior Courts and Circuit Court Rules.In Scotland, the equivalent function is carried out by certificates or executions of service by sheriff officers or messengers-at-arms, although “return of service” may still be used descriptively.A valid return of service is critical for establishing that service requirements have been met, starting procedural time limits and avoiding challenges to jurisdiction, default judgment or enforcement.

Basis for lenders to measure the relative profitability of a commitment to lend money.

A measure of a company’s profitability. It may be defined as: earnings before interest and tax divided by total capital employed plus short-term borrowings minus total intangibles. ROCE takes all the assets employed in the business, including borrowings, and measures the return the company made on them. If a company has a low ROCE, it is using its resources inefficiently, even if its profit margin is high. Calculation: multiply operating profit by 100, and divide the result by total capital employed. Example: Company A made an operating profit of £897 million on total capital employed of £4,342 million. ROCE was therefore (897 x 100)/4,342= 20.66% Yardstick: a company’s ROCE should be higher than the return on gilts (the benchmark for a risk-free investment return). And unless it is higher than the cost of borrowing, any increase in the company’s borrowings or the general level of interest rates will reduce shareholders’ earnings. A ROCE of 20% or more is considered very good.

(ROE). The last fiscal year earnings per share (ESP) divided by the last fiscal year net equity per share of common stock. ROE tells shareholders how effectually their money is being employed.

A measure of how good a company is at ‘squeezing’ earnings out of the assets employed in its business, which is calculated as follows: Return on assets = (profit before interest and tax)/(fixed assets + current assets). If you are using this ratio to evaluate a company, you need to consider what kind of business the company is in. ‘People’ businesses, such as advertising agencies, need very few capital assets compared with a manufacturer which typically needs to invest large amounts in plant and equipment. In general, a return of 12% is adequate and a return of 16% or more is considered good.

A buyer's right to the return of a deposit and the seller's right to forfeit the deposit in relation to a property sale and purchase contract are dealt with in the Standard Conditions of Sale (SCS) and the Standard Commercial Property Conditions (SCPCs). This Practice Note explains what the standard conditions provide, whether the court can intervene under section 49(2) of the Law of Property Act 1925 (LPA 1925) and what happens if the buyer has paid no deposit or paid more than 10%. The starting point is that a deposit is an ‘earnest for performance of the contract’ which is forfeited if the buyer fails to complete. Buyer’s right to return A buyer’s right to the return of their deposit is a legal right arising out of breach of contract by the seller. The fact that the buyer has, by delay, lost the right to specific performance does not prevent them from recovering it. The SCS (5th edition) and SCPCs (2nd and 3rd editions) (‘Second Edition’ and ‘Third Edition’ respectively) provide