In the ordinary course, a disposal by a superior landlord of its interest would not engage the relevant provisions within Part I of the Landlord and Tenant Act 1987 (LTA 1987), given that: (i) the intermediate landlord is not (presumably) a qualifying tenant of the superior landlord in relation to any of the

This Q&A assumes there is no special wording in the Will. The incidence of the ultimate burden of taxation is always a matter of construction of the relevant will or codicil; check the wording closely, but note that a gift expressed to be ‘free of tax’ is presumed only to be free of the Inheritance Tax charged on death, not other taxes—Re Howell. The same applies for the order of payment of debts

This Q&A relates to a business-to-business transaction. A ‘battle of the forms’ arises where two parties enter into negotiations with the intention of entering into a contract but each attempts to conclude the contract on their own standard terms and conditions. In such a case, it will be necessary to determine if a binding contract has been entered

We refer you to Practice Note: Statutory Wills—Court of Protection applications, which explains that, since 1 July

Section 18(2) of the Trustee Act 1925 (TA 1925) does not vest the trusteeship of the Will trust in the testator’s personal representatives where the sole named trustee has disclaimed before acting. TA 1925, s 18(2) only permits the personal representatives of a sole or last surviving/continuing trustee to exercise the trust’s powers ‘until the appointment of new trustees’. A person who disclaims before acting never becomes a trustee, so TA 1925, s 18(2) is not engaged. Notwithstanding the foregoing, a trust does not fail through want of a trustee, provided that the three trust certainties have otherwise been met. In the case of inter vivos trusts, a disclaimer or refusal to act in the trust takes

An individual who performs certain duties which a personal representative (PR) would perform to administer a deceased’s estate intermeddles in the estate. An executor appointed under a Will is at the outset under no obligation to act in the administration of the estate and is able to formally renounce probate. By contrast, an executor who has intermeddled in an estate is no longer entitled to renounce and must progress the administration of the estate. If the executor has not taken

On the basis that the sole appointed executor (A) died before taking out the grant in T’s estate and there is no surviving executor (nor a substitute executor), the chain of representation has been broken and the grant will need to be one of administration with Will annexed. See Practice Note: The chain of representation. The Non-Contentious Probate Rules 1987, SI 1987/2024, r 20 sets out the ‘Order of priority for grant where deceased left a Will’. The first person in that order is the executor (ie A) but in the absence of an executor (ie because A has died) it is necessary to scan the subsequent list to determine a surviving person who is able to apply for a grant. As noted in the question, it is likely that A’s personal

For the purposes of this Q&A, we have assumed that no grant has already been issued to the sole executor who lacks mental capacity. If a grant has been issued and the executor has subsequently lost capacity, see Practice Note: Removal, renunciation and retirement of personal representatives. The general position regarding an incapacitated sole executor prior to the issue of the grant is dealt with in the Non-Contentious Probate Rules 1987 (NCPR 1987), SI 1987/2024, r 35. Under NCPR 1987, SI 1987/2024, the usual practice is for the district judge or registrar to make a grant of representation for the use and benefit of the sole executor until further representation be granted or in such other way as the district judge or registrar may direct. The grant may be made to the lawful attorney of the person lacking mental capacity acting under a registered enduring power of attorney or lasting

We have assumed that: • no substitute executor(s) are appointed in the deceased’s Will • no grant has been issued to the incapacitated executor As set out in Practice Note: Definition of a personal representative, a grant will not be made to someone who, at the time of the application, lacks capacity within the meaning of the Mental Capacity Act 2005. A grant of letters of administration for the use and benefit of the person lacking capacity may be issued to a person authorised by the Court of Protection or otherwise to an attorney appointed under a registered lasting power of attorney for financial affairs (or enduring power of attorney). The order of priority of the persons who may apply for the grant is

It is assumed for the purpose of this Q&A that the company has adopted articles of association in the form of Table A as set out in the schedule to the Companies (Tables A to F) Regulations 1985, SI 1985/805 (1985 Table A). 1985 Table A articles do not include a right for the PRs of a sole deceased shareholder (who was also the sole director) to appoint a new director. This differs from the situation under the model articles for private companies limited by shares as set out in Schedule 1 to the Companies (Model Articles) Regulations 2008, SI 2008/3229, reg 2, Sch 1. Those model articles provide at article 17(2) that where, as a result of death, the company has no shareholders and no directors, the personal representatives (PRs) of the last shareholder to have died have the right, by notice in writing, to

It is assumed for the purpose of this Q&A that the company has adopted articles of association in the form of the model articles for private companies limited by shares as set out in Schedule 1 to the Companies (Model Articles) Regulations 2008, SI 2008/3229, reg 2, Sch 1 (the Model Articles). The Model Articles provide for the situation where, as a result of death, a private company limited by shares has no shareholders and no directors. Article 17(2) of the Model Articles states that the personal representatives (PRs) of the last shareholder to have died have the right, by notice in

This Q&A considers whether the sole shareholder of a company who is also the sole director can approve the company guaranteeing the obligations of the sole director and the typical procedure for doing so. Produced in partnership with Gavin McNaughton, Lewis Silkin LLP. For the purpose of this answer it is assumed that the company in question is a private company limited by shares incorporated and registered in England and Wales, and that the guarantee in question was or is to be entered into on or after 1 October 2007. A company with a sole director-shareholder can provide a guarantee subject to certain things (including that there are no restrictions in the company’s constitutional documents from providing guarantees) and provided the director-shareholder in his capacity as the sole member of the company approves the company’s entry into the guarantee of his obligations under a loan by way of an ordinary resolution, in accordance with the Companies Act 2006