The obligation to ‘procure’ that something happens, creates an absolute obligation on a party to make sure that it does. The legal effect of the contractual obligation to ‘procure’ that something happens was considered in the case of Nearfield Ltd v Lincoln Nominees Ltd. In Nearfield, a joint venture agreement which contained an obligation for the claimant to advance a loan to the first defendant also provided that the duration of the loan would be three years from the date thereof, and thereafter the second defendant would ‘procure’ the payment of the loan, together with all outstanding interest, on written demand by the claimant.  The claimant submitted that the use of the word ‘procure’ puts an obligation on the second defendant to see to it that the first defendant repaid the

This Q&A considers the effect of a share buyback on a company and its directors where it has subsequently been discovered that a shareholder did not own all the shares that they purported to sell to the company. It gives a brief overview of the legal position and does not consider a claim under the tort of deceit in relation to the shareholder who has potentially misrepresented their position regarding the ownership of the shares. This Q&A assumes that the purported share buyback is an off-market share buyback carried out by a private limited company. Part 18 of the Companies Act 2006 (CA 2006) governs the acquisition by a limited company of its own shares, ie a share buyback. CA 2006, s 658 states that a limited company must not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with the provisions of CA 2006, Pt

Continuing and once and for all breaches Some breaches of lease are seen as continuing breaches and some are once and for all breaches. Once and for all breaches include: • non-payment of rent • unauthorised assignment • unauthorised alterations • unauthorised subletting • tenant insolvency • failure

In conducting our research we have focussed on the general principles of contractual interpretation and certainty of terms under English law as applicable to business to business contracts. In determining the meaning or significance of the square brackets and affected terminology within a particular

It seems that the transaction could be construed as a conditional purchase agreement. The purchase of assets for the pension scheme by the provider is contingent on a condition being satisfied. The condition is that the provider receives money from a third party. In the question, the third party is the employer but it could also be another provider or fund manager. Such agreements are often used where members are being transferred

The duty to provide aftercare services pursuant to section 117 of the Mental Health Act 1983 (MHA 1983) continues until the Local Authority (LA) and Integrated Care Board (ICB) are satisfied that the person no longer needs such services. See Mental Health and Capacity- Patients with Mental Disorder - After care: Halsbury's Laws of England. If a person refuses to engage with the assessment for MHA 1983, s 117 aftercare, the local authority (LA) and integrated care board (ICB) still have a duty to provide aftercare services. The Care Act

We have assumed in this case that the tenant has abandoned the premises by vacating it and has not paid the rent and/or service charge due under the lease. We have also assumed that no part of the premises let are residential, as if they are, it will not be possible to take possession without an order of the court. If the tenant has handed the keys to the landlord and the landlord has accepted them and then takes possession of the premises by entering the same, this will most probably amount to a surrender by operation of law. See Bird v Defonville. On the basis, however, that the tenant has simply vacated

As a general principle, legal advice from a solicitor to their client is subject to legal advice privilege. For such privilege to attach, the advice (whether written or oral) must have been given by a lawyer, as here, and must amount to advice given in a relevant legal context. As a result a party cannot be required to disclose such advice; it is ‘secure against the possibility of any scrutiny from others’: Three Rivers District Council v The Governor and Company of the Bank of England. Further, legal advice will be confidential. The case of Tchenguiz v Imerman comprehensively debunked the previous practice of ‘self-help’ in family proceedings (often known as the Hildebrand

Planning permission is required for operational development and/or a material change of use of premises. The making of ‘any material change in the use of any buildings or other land’ is ‘development’ for the purposes of section 55 of the Town and Country Planning Act 1990 (TCPA 1990). For further detail, see Practice Notes: Operational development and Material change of use. TCPA 1990, s 55(2)(f) provides that a change of use does not amount to development and therefore does not require planning permission, where the former use and the new use are both within the same use class. The Town and Country Planning (Use Classes) Order 1987, SI 1987/764 (TCP(UC)O 1987), sets out detailed definitions of each use class. A dwelling house falls under the C3 use class. For further

In order to ascertain the legal position of the employee in these circumstances, assuming there has been a relevant transfer, one would need to consider: • whether the employee is deemed to have transferred to the transferee on the transfer date • what claims, if any, they may have Where there is a relevant transfer, subject to an employee's right to object to the transfer, the contracts of employment of those employees employed by the transferor and ‘assigned to the organised grouping of resources

The time limit in the 1975 Act The Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975) provides that certain classes of people as listed in section 1 can bring an action on the ground that the disposition of the deceased’s estate effected by their Will or the law relating to intestacy, or the combination of both, is not such as to make reasonable financial provision for the applicant. The six-month time limit is set out in I(PFD)A 1975, s 4 which provides that an application shall not be made, except with the permission of the court, after the end of the period of six

What is the relationship between the Withdrawal Agreement and domestic legislation? The relationship between the provisions of the Withdrawal Agreement (WA) and domestic legislation is set out in section 7A of the European Union (Withdrawal) Act 2018 (EU(W)A 2018). EU(W)A 2018, s 7A gives effect in domestic law to Article 4 WA which binds the UK as a matter of international law. The first two paragraphs of Article 4 WA say: ‘1. The provisions of this Agreement and the provisions of Union law made applicable by this Agreement shall produce in respect of and in the United Kingdom the same legal effects as those which they produce within the Union and its Member States. Accordingly, legal or natural persons shall in particular be able to rely directly on the provisions contained or referred to in this Agreement which meet the conditions for direct effect under Union law. 2. The United Kingdom shall ensure compliance with paragraph 1, including as regards the required powers of