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CHECKLISTS
This is a Checklist for taking instructions from a franchisor to prepare a proposed franchise agreement. PARTIES 1 Full name and address of franchisor 2 If the franchisor is a limited company, give its registered office, registration number and accounting date 3 If the franchisor is not a company, what is the date when it prepares its accounts? 4 Will franchisees be sole traders, partnerships, limited liability partnerships or limited companies? 5 Will a guarantor be required of the franchisees obligations? 6 If franchisees are limited companies, does the franchisor require a personal guarantee from the main shareholder of the company in order to recover any potential damages? 7 Is the franchise required to be owner-operated or is it a management franchise? GENERAL 8 Brief description of the franchisor’s business and proposed franchise business if different 9 How long has the franchisor been carrying on the business in the proposed franchise activity? 10 Are there any secret/unique methods, formulas, techniques involved in the running of the franchise
Q&As
The answer, will depend on the terms of the lease in question. Standard commercial leases will generally contain a qualified prohibition against the assignment of either the whole or part of the demised premises. As such, they cannot be assigned without the consent of the landlord, and such consent cannot be unreasonably withheld. Standard terms usually thereafter go on to deem certain circumstances as giving rise
Q&As
Section 42 of the Landlord and Tenant Act 1954 (LTA 1954) applies to group companies in respect of tenancies that are subject to the provisions of Part II. LTA 1954, Pt II provides for security of tenure for tenancies that come within its ambit, meaning that notwithstanding the contractual expiry of the term of a lease, the lease is continued by operation of law, terminable by the landlord only by following the procedures set out in LTA 1954, and with the right to either landlord or tenant to apply to the court for the grant of a new lease. LTA
PRACTICE NOTES
This Practice Note considers the process for obtaining evidence in the courts of an EU Member State in civil or commercial matters under Regulation (EU) 2020/1783 on co-operation between the courts of the Member States in the taking of evidence in civil or commercial matters (Taking of Evidence Regulation (recast)), which repealed and replaced Regulation (EC) 1206/2001 (Taking of Evidence Regulation) on 1 July 2022. The regulation aims to improve and expedite the co-operation between the courts of EU Member States by requiring that the transmission and the execution of requests are dealt with by the most efficient means between EU Member States’ courts. The regulation takes priority over any taking of evidence provisions contained in bilateral and multilateral agreements or arrangements concluded by the EU Member States and, as stated in the regulation at Article 29(1) of Regulation (EU) 2020/1783, Taking of Evidence Regulation (recast), this applies in particular to both the Hague Convention of 1 March 1954 on Civil Procedure and the Hague Convention of 18 March 1970 on the Taking of Evidence
PRACTICE NOTES
STOP PRESS: this Practice Note is being updated to take account of Criminal Courts Practice Note No. 1 of 2026: Taking of Evidence of a Vulnerable Witness by a Commissioner in the Sheriff Court. This Practice Note explains the process involved with taking evidence on commission in criminal proceedings in Scotland. Commissioners are appointed by the Scottish criminal courts to take evidence from vulnerable witnesses as a special measure. What is meant by taking evidence by a commissioner Taking of evidence by a commissioner is a special measure to allow evidence of a vulnerable witness to be taken in advance of a trial at a commission hearing. The general principle is to allow the witness to be able to give their best evidence. The provisions for taking evidence by a commissioner represented a radical change in Scottish criminal procedure when they were first introduced. They are now used routinely in High Court sexual offence cases—particularly where the case involves young witnesses or those who have additional
PRACTICE NOTES
This Practice Note sets out the main substantive and procedural provisions as to the taking of evidence in the EU in relation to family proceedings where the relevant request was received before implementation period (IP) completion day (11pm on 31 December 2020). It also details the law and procedure associated with the taking of evidence under the Convention of 18 March 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters (the Hague Evidence Convention), which is applicable to situations involving contracting states, including most but not all EU Member States. It also provides signposting to resources on taking evidence where the Hague Evidence Convention does not apply. The taking of evidence from parties or witnesses abroad may be required in the course of proceedings. Council Regulation (EC) No 1206/2001 of 28 May 2001 on cooperation between courts of the Member States in the taking of evidence in civil or commercial matters (the Taking of Evidence Regulation) provided a cross-border intergovernmental service for the taking of evidence as between EU Member States
GLOSSARY
Taking of hostages describes the unlawful seizing, detaining or holding of a person, combined with a threat to kill, injure or continue to detain them in order to compel a third party (such as a state, organisation or individual) to act, refrain from acting, or make a concession.Across the UK and Ireland, the concept is closely aligned with the offence of hostage‑taking under international and domestic terrorism and criminal legislation. In the UK, the Taking of Hostages Act 1982 implements the International Convention Against the Taking of Hostages, creating an offence applicable in England and Wales, Scotland and Northern Ireland, including extra‑territorial conduct. In Ireland, analogous conduct is typically prosecuted under offences involving false imprisonment, kidnapping, extortion and terrorism legislation.Key legal features include absence of consent, use or threat of force, coercive purpose, and the leveraging of a victim’s liberty as a bargaining tool. In practice, the term is used in terrorism cases, organised crime, piracy, prison disturbances and armed conflict, and is relevant to issues of jurisdiction, extradition, mutual legal assistance, state responsibility and compliance with international humanitarian and human rights law.
GLOSSARY
The recording of dimensions taken from drawings or schedules. The first stage in preparing bills of quantities.
Q&As
There is nothing in the SRA’s requirements that prohibits you from taking on trusteeships or similar roles, but there are a number of issues surrounding such appointments that you might wish to consider. Liability for advice/services Any individual appointments as trustee/school governor/etc should be clear that they are made in a personal capacity and not on behalf of the firm. If the firm then advises or performs other
PRACTICE NOTES
Quick summary A negative pledge is an undertaking frequently granted by a borrower on a loan transaction that it will not create security over its assets (subject to specified exceptions). Consequences for breach of the undertaking will differ for the borrower itself, the existing lender and the new chargee (who was granted the security in breach of the undertaking). For the borrower, the key risk is that breach of the negative pledge is likely to be an event of default, triggering such consequences as cross-default and enforcement. For the existing lender, the key risk is that it may find that the new chargee’s debt is paid in priority to the existing lender’s debt. For the new chargee, the key risk is that it leaves itself potentially liable for the tort of procuring a breach of contract or the tort of unlawful means conspiracy. What is a negative pledge and why are they taken? A negative pledge is a contractual undertaking which prohibits or restricts the
PRACTICE NOTES
Quick summary • If a company is in financial difficulties, there is a higher than usual chance that the company may soon enter liquidation or administration. Liquidators and administrators will review transactions entered into by the company to see if they should be challenged under the general law or antecedent transaction provisions of the Insolvency Act 1986(IA 1986). • Security granted for existing indebtedness is generally more vulnerable than security granted in return for genuinely new funding. • Where it can be shown that security is granted for genuine commercial benefit, the risk of successful challenge is reduced. • The directors should consider whether granting the security is in the best interests of the company (including its creditors, once the creditor duty is engaged). Failing to do so could expose the directors to personal liability and potentially taint the security. • To protect their position, lenders and directors alike should investigate the company’s financial position, conduct appropriate insolvency searches and ensure that the commercial rationale, corporate benefit, board decision-making and any