The success of Part 36 depends on the clarity and certainty of its governing rules, see Gibbon v Manchester City Council. Accordingly, CPR 36.1(1) confirms that Part 36 is a self-contained code and, as a result, how Part 36 offers can be made, withdrawn, varied and accepted are all governed by CPR 36 and not the law governing the formation of contracts (see Practice Note: Part 36 offers—what are they, why make them?—Part 36 is a self-contained code). However, in O’Grady v B15 Group Ltd, it was held that the doctrine of common law mistake can apply to Part 36 offers in the specific circumstances of where there has been an obvious mistake in the making of the Part 36 offer. For the doctrine of common law mistake to apply in such cases, the offeror must show there was a clear and obvious mistake, which the offeree appreciated at the time when they accepted the offer. If the offeror is able to show this, there

An adjourned general meeting is a continuation of the previous meeting. The articles of association should be reviewed in relation to quorum requirements for general meetings and holding adjourned meetings. Typically, the articles will provide that the same quorum will be required for the adjourned meeting as for the original meeting and proxies remain valid. See Practice Note: Quorum requirements for general meetings (including AGMs) and How to adjourn a general meeting. A company's articles will usually provide that if quorum is not present within a specified time after the appointed time for a meeting, the meeting must be adjourned. An adjourned meeting is a continuation of the original general meeting, which means that it can be adjourned again in the event of not having sufficient quorum (although the articles should be checked for any bespoke provisions regarding multiple adjournments; the Companies (Model Articles) Regulations 2008 (Model Articles Regs), SI 2008/3229

There is no simple solution to such a situation. If the parties can reach an agreement for one to buy out the other's shareholding (or find a third party willing to buy from both on acceptable terms), this will cure the problem. Otherwise, each shareholder can, of course, block any member resolution put forward by the other. On the assumption that the board of directors would be equally deadlocked, nothing can be done without agreement. Either

The basis on which mediations take place is usually contractual, and typically includes a provision to the effect that ‘any agreement reached at or following the mediation shall not be binding on the parties unless it is recorded in writing and signed by the parties and/or their authorised representatives;’ (IPOS Mediation Agreement). As a result, once an agreement in principle has been reached following an in-person mediation, both sides’ lawyers usually share a laptop and start drafting, seeking to agree settlement agreement wording. It is then printed off and each lawyer has their client sign the same (paper) copy. This usually takes place in a law firm setting, where late night printing is not a problem (printer access codes permitting!) both sides are physically present to sign. The fully signed version is then photocopied, and each side leaves with their own copy The original is usually retained by the claimant law firm, or whichever side has carriage of the Tomlin/Consent Order if there are court proceedings.

If a parent company guarantee (PCG) is not signed before the completion of a contract, the obligation to provide the PCG may persist. In Liberty Mercian Ltd v Cuddy Civil Engineering Ltd and another, it was determined that the obligation to provide a PCG, bond, or warranty survives termination or repudiation of the contract because these are considered collateral to the substantial stipulations of the contract and are merely procedural and ancillary. Therefore, the contractor remains under a continuing obligation to

This Q&A concerns determination of a commercial tenancy following the service of a tenant’s request for a new tenancy under section 26 of the Landlord and Tenant Act 1954 (LTA 1954). The question asks, what if the tenant does not renew before the date specified in the s 26 request? Section 26(5) of the LTA 1954 provides: ‘Where the tenant makes a request for a new tenancy in accordance with the foregoing provisions of this section, the current tenancy shall, subject to the provisions

Upon receipt of an application to set aside a statutory demand, it will be initially considered by the court on the papers and without a hearing. If the court is satisfied that no sufficient cause is shown for the application, it may dismiss it without giving notice of the application to the creditor. In Clarke v Cognita Schools, it was held

A Traffic Regulation Order (TRO) is an Order made by the relevant traffic authority (outside of Greater London) under section 1 of the Road Traffic Regulation Act 1984 (RTRA 1984). The RTRA 1984, s 6 allows for orders similar to TRO's to be made by the traffic authority for a road in Greater London. Orders may be made where it appears to the authority to be expedient for various specified reasons. According to RTRA 1984, s 2 a TRO may make any provision prohibiting, restricting or regulating the use of a road, or any part of the width of a road, by vehicular traffic in general or of a specified

Restraint and confiscation Secured third party interests in property held by a defendant in restraint and receivership proceedings benefit from limits placed on the court and receivers when exercising their powers under Proceeds of Crime Act 2002 (POCA 2002), s 69. POCA 2002, s 69(3)(a) specifically limits POCA 2002, s 69(2) so that the powers (making a restraint order, appointing a management or enforcement receiver and the exercise by a management receiver of his powers) are limited to enable third parties to recover the value of any interest held by him. Restraint and receivership orders will usually take effect over the whole of the property under POCA 2002, s 69(2)(c) notwithstanding any charge or interest in it owned by a third party. However, third parties effected by such orders have the ability to apply to vary the orders to enable them to exercise their rights in relation to property. In

A potential claim does not generally become extinguished by the death of the prospective claimant, it is open for it to be brought, or continued, by the personal representative(s) on behalf of the estate. While there are some specific claims that cannot be pursued after death, the majority of claims will be able to be brought thereafter. See Practice Note: Definition of a personal representative for an explanation of a personal representative and their role (contained within: Personal representatives—overview). As set out in Commentary: Pursuing litigation: Tolley's Administration of Estates [D8.23]: ‘The personal representatives may need to take over litigation commenced by the deceased prior to death. Normally

The question requires consideration of the following matters: • Whether the gift of shares is a specific or a general legacy • Whether the shares, as a result of the merger, have undergone a change in substance, or only a change in form, and • Whether the change in value of the shares since execution of the Will affects the gift Specific legacy If the gift of shares is a specific legacy and the 'new' shares are effectively shares in a new entity, the merger will probably result in ademption of the gift . However, if there has only been a change in name and form of the subject shares, then the gift will not adeem. Change in substance v change in form In Re Clifford, a

The effect of a disclaimer is to bring to an end the rights, interests and liabilities. The powers are contained in sections 178–182 of the Insolvency Act 1986 (IA 1986) in respect of companies, and IA 1986, ss 315–321 in respect of individuals. Disclaimer does not affect the rights and liabilities of any other party, save insofar as is necessary for the purpose of release of the tenant: IA 1986, ss 178(4)(b) and 315(3) respectively, and Hindcastle v Barbara Attenborough Associates Ltd. Where a headlease is disclaimed, in contrast to the position where headlease is surrendered,