The breach of a duty imposed on a trustee by the trust instrument, by statute or through case law. It is an act or omission that is contrary to a trustee’s duties.

Private Client analysis: The claimant alleged her deceased mother and brother as executor/trustees of her late father’s estate were in breach of trust by failing to invest her late father’s trust fund and by reason of a failure to segregate trust money and their own money and keep records, the executor/trustees were liable to restore the trust fund to her with compound interest. The court held on the facts that the claimant had received more than her fair share of the trust fund and that the executor/trustees had not acted in breach of their obligations. The judgment of His Honour Judge (HHJ) Paul Matthews contains a detailed and careful analysis of the extent of the trustees obligation to segregate trust funds from their own and the formalities that needed to be observed by trustees when dealing with trust monies. Written by Nigel Kinder, senior solicitor at Pardoes Solicitors LLP who acted for the defendant in the case.

Breach of warranty describes a failure to comply with a contractual warranty - a contractual promise that something is, or will be, as stated - without necessarily going to the root of the contract. In commercial and consumer law across England and Wales, Scotland, Northern Ireland and Ireland, a breach of warranty typically gives rise to a right to claim damages, but not (absent contrary agreement) to terminate the contract or reject the goods or services.The concept is recognised and developed through case law and legislation, notably the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, the Consumer Rights Act 2015 (England and Wales, Scotland, Northern Ireland) and the Sale of Goods and Supply of Services Act 1980 (Ireland), which distinguish between “conditions” and “warranties”.In practice, breach of warranty is central to contract drafting, risk allocation, limitation and exclusion clauses, and insurance claims (including warranty and indemnity insurance). Parties often litigate over whether a term is a condition, warranty or intermediate term, as this classification determines available remedies and commercial leverage. Usage and legal effect are broadly consistent across the UK and Ireland, subject to local statutory frameworks and consumer protection rules.

Dispute Resolution analysis: In a dispute concerning a warranty as to turnover and profit following a business sale, the Court of Appeal has considered the differing consequences of pursuing the damages claim as either a warranty claim (breach of contract) or as a claim for misrepresentation (claim in tort)—the distinction being the different measure of damages in contract and of those in tort. The judgment summarises the applicable principles and provides hypothetical illustrative examples. It also indicates the value of obtaining expert evidence to support a claim, albeit the absence of valuation evidence in this case was not fatal to the recovery of damages on the contractual measure.

1 Introduction 1.1 This document sets out our policy for dealing with breaches of regulatory requirements that apply to our firm. Some of these requirements are imposed by the Solicitors Regulation Authority (SRA), others apply to all businesses. 1.2 Failure to comply with regulatory requirements can have the following consequences: 1.2.1 clients may not receive the level of service that they are entitled to expect, which may result in complaints or negligence claims; 1.2.2 our reputation could be damaged; 1.2.3 the firm or individuals within the firm could be disciplined by the SRA or another regulator, which could lead to fines, disqualification or other sanctions; 1.2.4 the firm or individuals within the firm could be exposed to criminal prosecution. 1.3 We have always taken compliance extremely seriously and will continue to do so. The firm’s policies and procedures are designed to ensure we comply with our regulatory obligations. All staff are required to read and comply with them. A full list of our compliance policies and procedures can be found at Appendix 1. 2 Compliance officers 2.1 We have appointed a compliance officer for legal practice (COLP) and a compliance officer for finance and administration

This Practice Note is based on reporting requirements in the SRA Codes of Conduct and the SRA’s enforcement strategy. For more guidance on the SRA’s regulatory regime, see Practice Notes: • SRA Standards and Regulations • SRA Codes of Conduct for individuals and firms • SRA Accounts Rules—law firms • SRA regulatory regime See also Precedents: Breach reporting policy—law firms and Training materials—breach reporting—law firms. When and what must you report to the SRA The SRA’s threshold for reporting is expressed as ‘serious breach’—see: What is a serious breach? It applies to both individuals and firms regulated by the SRA, as well as to compliance officers. Universal obligation—individuals and firms regulated by the SRA The table below sets out the universal reporting obligations imposed on individuals and firms regulated by the SRA: Obligation Comment Promptly report to the SRA (or another approved regulator, as appropriate), any facts or matters you reasonably believe are capable of amounting to a serious breach of their regulatory arrangements by any person regulated by them (including you). There is no

Corporate Crime analysis: The case concerns the correct standard of proof to be applied in extradition ‘conviction’ cases where the requested person alleges his trial to have been so flagrantly unfair as to amount to a breach of their Article 6 rights under the European Convention on Human Rights (ECHR), and therefore that there is a real risk that their imprisonment will violate their Article 5 rights under the ECHR. The Supreme Court found the Divisional Court to have misdirected itself and to have applied the incorrect standard of proof when it decided the case. The Supreme Court determined that a requested person must prove on the balance of probabilities that the trial was flagrantly unfair, rather than, as accepted by the Divisional Court, that there were substantial grounds for believing that there was a real risk of breach, subject to an exception for cases involving evidence obtained by torture. Written by Sian Priory, barrister at 5 St Andrew’s Hill.

Dispute Resolution analysis: a solicitor and publicity and media manager at a large law firm have been found to be in contempt of court following the disclosure of an embargoed judgment to members of the press prior to being handed down. The contempt enquiry itself was found to have provided a significant learning experience for the deeply apologetic individuals and no further punishment was imposed. Written by Phillip Patterson, barrister, Gatehouse Chambers.

Commercial analysis: Partially successful claim following trial brought against a well-known manufacturer of luxury cars by its exclusive distributor in the Middle Eastern, North Africa and Turkish (‘MENA’) region. The parties had entered into an agency agreement which the distributor had terminated upon alleged breaches of payment obligations. The claim also included numerous allegations of breaches of good faith. The court found that the claimant had been entitled to terminate the agency agreement for non-payment. Written by Alexander Whatley, barrister at 3PB Chambers.

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under section 33(1) of the Companies Act 2006 (CA 2006). Various breaches of the articles are considered, with reference to the ability of the majority of members to ratify a breach in certain circumstances, or otherwise take appropriate action against the board or an individual director. Claims brought by a minority shareholder are discussed, particularly personal actions for alleged breaches of ‘membership rights’ arising under the constitutional contract. Reference is also briefly made to derivative actions, unfair prejudice claims and winding-up. What is the company’s constitution Unless the context otherwise requires, a company’s constitution is defined under CA 2006 to include: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution Before 1 October 2009, the memorandum of association was an integral part of a company’s constitution, but its constitutional significance has been greatly reduced by CA 2006. However any provisions that were contained in the memorandum of a company

A term in a lease that permits the lease to be brought to an end.

This Practice Note explains, in the context of both residential and business leases, what a break clause is, when it may be exercised (including interpretation of common deadlines for when to serve a break notice and the meaning of ‘year’, ‘month’ and ‘corresponding date rule’) and the form of a break notice. It covers case law in respect of errors in compliance with break notice requirements, in particular the reasonable recipient test under Mannai, and its application to common types of error. It covers the application of Mannai to service of statutory notices and the different types of error that are commonly made, namely completion errors and form errors. It also considers what happens when a mistake in a break notice is spotted (including serving another notice without prejudice to the validity of the first and/or arguments that validity issues have been waived), and whether or not a break notice can be withdrawn or waived and the effects of withdrawal or waiver, including the potential loss of covenants. It also covers compliance