The managing agent in this case is the agent of the landlord even if the fees charged by the agent are recoverable from the tenants as part of the service charge in accordance with the terms of their leases. The question suggests that there is a written contract between land and agent. Consequently, the outcome in the situation described is subject to any express terms in any such contract. The agent will owe a duty of care

Commercial analysis: The Competition and Markets Authority (CMA) has launched a consultation on its revised guidance on unfair contract terms, aimed at modernising and clarifying its existing 2015 guidance (CMA37). While the law under the Consumer Rights Act 2015 (CRA 2015) remains unchanged, the CMA’s new draft reflects recent legal and enforcement developments, including its expanded direct enforcement powers under the Digital Markets, Competition and Consumer Act 2024 (DMCCA 2024). The draft guidance is shorter, more structured, and written in plain language, with an emphasis on the core principles of fairness and transparency, practical examples, and digital consumer journeys. Paolo Palmigiano, partner at Taylor Wessing LLP gives his views on the draft.

Date [date] Parties 1 [name of mortgagee] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] of [address] ([together] Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Buyer’s Solicitors • [name] of [address] (reference [details]);] Completion Date • [date]; [Contents • the items listed in Appendix 2;] [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • [figure]% of the Price; [Documents • the documents identified in the Schedule;] Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice issued by a statutory body; LRA 2002 • Land Registration Act 2002; Mortgage • a mortgage by way of legal charge dated [date] made between (1) [name of mortgagor] and (2) the Seller which is registered at entry number [number] [and [number]] in the charges register of title

This Q&A assumes that the purported share buyback was an off-market share buyback. Breach of CA 1985 requirements in relation to a share buyback Section 143 of the Companies Act 1985 (CA 1985) stated that ‘Subject to the following provisions, a company limited by shares…shall not acquire its own shares, whether by purchase, subscription or otherwise’. The ‘following provisions’ are CA 1985, ss 162-181. If a company breached CA 1985, s 143, then CA 1985, s 143(2) provided that: • the purported share buyback was void (the effect of this is that any shareholder seeking to sell their shares remained the holder of those shares and the shares remained in issue), and • an offence was committed by the company and every officer of the company who is in default and they are liable to imprisonment or a fine (or both) The only exception

1 Definitions In this clause [1] the following definitions apply: Contaminated Land Regime • Part IIA of the Environmental Protection Act 1990 as amended from time to time and the Statutory Guidance Contamination • the presence or accumulation of any Hazardous Substances at, in, on or under the Property [at or prior to the Completion Date] [at any time whether before or after the Completion Date] Environment • all or any of the following media, namely air, land, water (including surface water and groundwater) and any living organisms (including man) or systems supported by those media Environmental Law • all applicable laws, statutes, secondary legislation, common law, directives, regulations, codes of practice and guidance

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 utilised 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

The asset purchase agreement (APA) will typically be drafted during the preliminary or due diligence phase and finalised during this phase. The buyer's lawyers will usually prepare the first draft of the APA and submit it to the seller's lawyers for a mark-up. Negotiations will extend right up to the signing of the APA. The seller’s lawyers will prepare the disclosure letter, which is negotiated

The relevant standard conditions are 6.1.2 and 7.2. 6.1.2 reads: 'If the money due on completion is received after 2.00 pm, completion is to be treated, for the purposes only of conditions 6.3 and 7.2, as taking place on the next working day as a result of the buyer’s default.' 7.2, Late completion, reads: • '7.2.1 If there is default by either or both of the parties in performing their obligations under the contract and completion is delayed, the party whose

Is there an implied term that restrictions entered into by a subsidiary in a contract extend to group companies? Company as a separate legal entity In considering this question, a starting point is Salomon v Salomon, which is authority for the general principle that if a company has complied with requirements relating to incorporation in the companies legislation, it is a legal entity that is separate and distinct from the individual members of the company. The corporate veil can only be pierced in limited situations—for further information, see Commentary: Piercing the corporate veil: Halsbury's Laws of England. Commentary and case authorities suggest that under the ordinary rules of law, a parent company and a subsidiary company are distinct legal entities. See: EBBW Vale Urban District Council v South Wales Traffic Area Licensing Authority. Cohen LJ stated: 'Under the ordinary rules of law, a parent company and a subsidiary

Property analysis: The Solicitors Regulation Authority (SRA) Standards and Regulations (Standards and Regulations) came into force on 25 November 2019, replacing the 2011 SRA Handbook. James Swede, managing partner and head of the property team at Darlingtons Solicitors discusses the impact the new Standards and Regulations will have on the property sector, in particular with regards to contract races and certificates of title for residential mortgage lending.

Dispute Resolution analysis: This analysis considers the recent High Court decision of Moorgate Capital v H.I.G. European Capital Partners LLP, which will be of interest not just to those in the corporate finance sector, but also to contract lawyers more generally. The court made clear that there is no automatic right to payment for services (even requested services) in the absence of a contract. A quantum meruit claim will not be automatically granted. If a party is found to have run the risk of not being paid, for the purposes of seeking its own advantage, then it is unlikely to succeed on a quantum meruit claim. Written by Angharad Parry, barrister at 20 Essex Street.

As noted in Practice Note: Forming enforceable contracts—authority, section 43 of the Companies Act 2006 (CA 2006) provides that the following have authority to make a contract for the company: • the company itself by writing under its common seal, and • a person acting under the company's authority, express or implied A person might therefore have: • express actual authority (ie they have been specifically authorised by a formal delegation of the board’s powers) • implied actual authority (ie they have implied authority arising out of his position), or • apparent (or ostensible) authority (ie it appears to a third party that the person has authority) See Practice Note: Execution formalities—companies for further information. The articles