The nature of partly paid shares Section 581 of Companies Act 2006, sets out the statutory basis allowing partly paid shares. It would be usual for a company’s articles to specifically authorise the creation of partly paid shares and to set out relevant procedures and mechanics for calls. A question, therefore, is whether the shares were originally created as partly paid shares by the company’s articles and, if so, whether the payment terms of those shares are set out in a company’s articles (usually this would be on demand). For more information, see

Unless the tenant’s breach is in respect of non-payment of rent, a landlord cannot forfeit a lease without first serving a notice pursuant to section 146 of the Law of Property Act 1925 (LPA 1925) on the tenant. LPA 1925, s 146(1) provides that: ‘(1) A right of re-entry or forfeiture under any proviso or stipulation in a lease for a breach of any covenant or condition in the lease shall not be enforceable, by action or otherwise, unless and until the lessor serves on the lessee a notice—

LTA 1954 applies to any tenancy where the property comprised in it is, or includes, premises which are occupied by the tenant for the purpose of a business carried on by them (LTA 1954, s 23(1)). Where it applies, once the contractual term expires the tenant has the right to apply to the court for a new tenancy of the holding (LTA 1954, s 29(1)). The holding is the actual part of the property comprised in the tenancy which is occupied by the tenant or an

Communications and documents which ‘form part of a genuine attempt to resolve a dispute’ may benefit from ‘without prejudice’ status. Where documents are deemed to be without prejudice, subject to certain exceptions, these documents will be inadmissible in civil proceedings. In order to constitute ‘without prejudice’ documentation or communication, there must be: • a genuine dispute to be resolved, and • the document or communication was part of a genuine attempt to resolve the dispute Note also that if there is no dispute about a liability, but only a negotiation

We have assumed that the applicant does not have any form of leave to remain or leave to enter when either the EU Settlement Scheme (EUSS) application or the Intra-Company routes application is made. An application for an EUSS family permit is an application for entry clearance, to enable the applicant to enter the UK and then apply within three months for leave to remain under Immigration Rules, Appendix EU (pre-settled status under the EU Settlement Scheme) (see Immigration Rules, Appendix EU (Family Permit), paras FP1–FP2). There are various types of application for a family permit, for example applications as a ‘joining family member’, and ‘Surinder Singh’ applications (family member of a qualifying British citizen). The former type of application is one which implements the EU-UK Withdrawal Agreement, the latter is not (see Practice Notes: Citizens’ rights of residence in the withdrawal agreement—scope, rights and

The effect of receivership on legal proceedings depends on the type of receivership. The appointment of an administrative receiver does not result in an automatic statutory moratorium. As such, legal proceedings can be commenced or continued against the company. However, if legal proceedings are commenced or continued against a company in administrative receivership, serious consideration needs to be given as to whether there are likely to be sufficient

What is the limitation period that may apply to copyright infringement? Following an infringement of a rights holder’s copyright, limitation periods govern the time the claimant has to bring a claim. In the UK, the relevant period: • for an action founded on tort, is six years from the date on which the cause of action accrued • for a copyright claim accruing under the

The buyer in a share sale or asset sale transaction will often require the seller to ‘represent’ that the warranties are true and accurate so that the buyer may claim the tortious measure of damages under the Misrepresentation Act 1967 (MA 1967), as well as the contractual measure of damages. For the buyer to be in a position to bring a claim for misrepresentation, it must be clear in the wording of the agreement that the seller is also representing in terms of the warranties, and not just warranting in terms of the warranties. Most sellers’ solicitors will delete such provision requiring the seller to represent the warranties. In any event, most buyers are happy to concede the right to rescind and to rely on the contractual measure of damages. The seller’s solicitors will also often exclude the buyer’s right to bring a claim for misrepresentation by including an entire agreement clause in the agreement

The Agency Workers Regulations 2010 (AWR 2010), SI 2010/93, reg 5 provides that, after 12 weeks in the same role with the same hirer, an agency worker becomes entitled to the same basic working and employment conditions as a direct hire. The right to equal treatment in relation to pay under AWR 2010, SI 2010/93, reg 5 is expressly excluded where an agency worker has a permanent contract of employment with an agency meeting certain conditions, and is paid during the weeks when the worker is not assigned to a hirer. For further information, see the sections: Rights after 12 weeks—same basic working and employment conditions and The right to pay between assignments (Swedish derogation)—position to 5 April 2020 of Practice Note: Rights under the Agency Workers

The ECJ decision in Hein (which was principally about whether holiday pay under Article 7(1) of Directive 2003/88/EC, the Working Time Directive (WTD) should take into account periods of short-time working) is unlikely to significantly affect the position as regards whether overtime should be included in the calculation of holiday pay in the case of a worker with normal working hours, for the reasons set out below. For information on whether a worker has ‘normal working hours’ or ‘no normal working hours’, see the Practice Note: Holiday pay, under the section headed ‘Calculating statutory holiday pay: general’. The current position on overtime is set out in Practice Note: Holiday pay, under the sections ‘Guidance on statutory holiday pay following the Lock and Bear Scotland cases’ and ‘Calculating statutory holiday pay: overtime’. In summary, the judgments of the Court of Appeal in Lock v British Gas Trading

Interpretation clause Clause ‘1.2 In this agreement:… …1.2.16 [[a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction;]…’ Drafting Note ‘Clause 1.2.16 might be particularly useful if a party is from a jurisdiction other than England or the subject matter of the agreement will, or may, extend outside England. However, if the drafter is aware of a real risk of legal action in a foreign jurisdiction, the inclusion of this

Personal representatives Clause ‘1.2 In this agreement:… …1.2.6 [a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;]’ Note ‘This clause extends the meaning of party for the purpose of an agreement to include a party’s personal representatives, successors and permitted assigns. An extended meaning of party may not be appropriate in every case. In particular, careful consideration should be given to any assignment clause in the agreement and the circumstances in which an assignment may take place in accordance with its terms.’ Explanation The common law doctrine of privity of contract is that the terms of a contract can only be enforced either by or against someone who is a party to the contract (ie A and B) and not by or against a third party (ie C) (subject to some limited exceptions and subject also to when the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) which provides a statutory