The relationship between a franchisee and a franchisor is one of contract. It shares some characteristics with that of a distribution agreement. There are a few methods of franchising, but this Q&A refers to the business-method of franchising: a franchisor (A) grants a franchisee (B) a right to distribute A's products or services, using A's business method and technology and under A's trade marks. A supervises that use and provides training and other assistance (eg publicity) to B to help B in running the franchise. A is responsible for operating its franchise and enters into contracts

Overview This Practice Note is part of our LLB Contract Law series written specifically for law students. It covers the three ways in which the law classifies a term and then considers what happens when the courts approach implying a term into the contract. The first half deals with what happens after a statement has been established as a term of the contract. Not every term carries the same weight, and the category into which a term falls decides what the innocent party can do when it is broken. The Practice Note works through each category in turn. Conditions are the vital terms: breach entitles the innocent party to terminate the contract and to claim damages, as in Poussard v Spiers and Pond (1876) 1 QBD 410 and Bunge Corporation v Tradax Export SA [1981] 1 WLR 711. Warranties are secondary: breach results in damages only and the contract survives, as in Bettini v Gye (1876) 1 QBD 183. Innominate terms sit between the two, their consequences depending on the seriousness of the

Valid execution A simple contract in writing is usually executed by way of signing and dating that document. The key requirement for the formation of a contract is that there is acceptance of the offer which is then communicated to the other party. The exact way in which a simple contract can be executed is determined by the type of legal person executing it. For further details on the execution of specific types of contract, see Practice Note: Executing documents—deeds and simple contracts. Parties often execute deeds or simple contracts in counterpart, which means that they each sign separate copies of it, rather than all parties signing the same copy of the agreement. Executing a document in counterpart can make completion of a transaction a great deal easier to coordinate, especially where there are a large number of parties, or the parties are located some distance from each other and cannot

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Arrears • the amounts (including VAT for which the Seller must account to HMRC) due to the Seller from the Tenant[s] up to and including the Actual Completion Date, but which have not been received by the Seller or its agents in cleared funds before that date;] Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [the Property OR title number [number]]

This Q&A assumes that: • this is a business to business contract • the prices concerned are in respect of generic goods, which are not subject to specific sector or industry regulation There are a number of variables within this question which require consideration and could affect the conclusion, including: • whether the reference to ‘each version’ indicates a sequential versioning of a standard form set of terms and conditions of business of an individual company which it publishes from time to time, and in which case it would need

Powers of the personal representative (PR) A personal representative (PR) has powers, under the Administration of Estates Act 1925, the Trusts of Land and Appointment of Trustees Act 1996 and the Trustee Act 2000 (TrA 2000), to sell, mortgage, lease or charge all the deceased’s property vesting in them. This power would include entering into a contract in respect of the deceased’s property. These powers are subject to the PR’s common law duties to act in the best interests of the beneficiaries and avoid conflict between the interests of the beneficiaries and their own interests. A PR also has a statutory duty of care in respect of investment decisions under TrA 2000, s 1. For further guidance, see Practice Note: Personal representatives—powers, duties and remuneration. When does the authority of

Dispute Resolution analysis: Kemball had a container haulage contract with K Line. K Line was the subject of a takeover, following which it indicated that it would not be able to place future business with Kemball as required by the contract. Kemball served a notice of breach under the contract and then terminated the contract and sued for its anticipated losses. The court held that both the notice and the termination were confined to the contractual term relied upon in those documents, but that the term relied upon did not in fact cover the factual circumstances which had arisen. Accordingly, the claim was dismissed because it failed on the question of liability. This analysis is confined only to the issue of liability notwithstanding that quantum was also in issue. Written by Charles Joseph, barrister, at Tanfield Chambers.

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company. In particular, a listed company must have regard to the UK Listing Rules (UKLRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must have regard to the AIM Rules for Companies (AIM Rules), but these do not specifically refer to share buybacks, so AIM Regulation has confirmed that compliance by an AIM company with the UKLRs in relation to share buybacks would represent best practice in most circumstances. An AIM company is also subject to DTR 5. In addition, both types of company may follow institutional investor guidance. The restrictions in CA 2006 relating to share buybacks do not apply to unlimited companies.

WARNING These template replies to enquiries are intended only as a framework and starting point to assist the Seller in building their bespoke replies to enquiries. They are not a recommended, comprehensive or conclusive list and should not be used without careful consideration and bespoke amendment to suit the particular transaction. The replies given to enquiries before contract are representations made by the seller to the buyer and the buyer is entitled to rely on them in deciding whether or not to proceed with the transaction. It is imperative that they are correctly tailored to the specific matter and do not include any false or flippant statements. They should also not contain any generic statements, such as ‘Not to the Seller’s knowledge’, unless the Seller has made an effort to discover a more comprehensive answer to the enquiry. Such a response contains within it an implication that the Seller has itself made reasonable enquiries relation to the enquiry in question. You must stress

Where a contractor is in breach of contract, this may entitle the other contracting party to claim damages for losses caused by the breach. A repudiatory breach of contract however is a breach so serious that the innocent party is entitled to elect to treat the contract as being terminated with damages being able to be claimed as a result. Examples of repudiatory breach could be a refusal to carry out further work. The innocent party can when faced with a repudiatory breach accept the repudiation, terminate the contract, thus bringing to an end any further obligations of the parties under

This [ Agreement OR Deed] is made on [insert date] Parties 1 [Insert name of Seller] [of [insert address of Seller] OR incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address of Seller]] (the ‘Seller’); 2 [Insert name of Buyer] [of [insert address of Buyer] OR incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address of Buyer]] (the ‘Buyer’); 3 [[Insert name of Guarantor] [of [insert address of Guarantor] OR incorporated in England and Wales with company registration number [insert company registration

A definitions and interpretation clause allows the parties to define any terms used throughout the agreement in one place. It is also where the parties may specify any general principles that will apply to the interpretation of the agreement. One of the areas covered is typically the interpretation of legislation and whether that is to be ambulatory (ie where legislation is to be interpreted as it is amended from time to time) or non-ambulatory (where it is to be interpreted as at a set point in time such as the date of the agreement). For an example clause, see Precedent: Definitions and interpretation clause. There may be situations where the parties need to consider the interpretation of legislation from outside England and Wales. For example: • if one of the parties is based outside England or Wales • if any element of the contract is to be performed outside England and Wales (eg the supply of goods and services to a