Limitation of liability/exclusion clauses Commercial contracts will usually include an exclusion or limitation of liability clause. An exclusion clause is one which excludes all liability for certain breaches of the contract. A limitation of liability clause is one which limits the liability of a party. This can be in a variety of ways such as restricting the type of loss recoverable or the remedies available, imposing a time limit on any claims for breach or capping the amount payable for breach. See Practice Note: Exclusion and limitation of liability. Any such clauses will need to be interpreted alongside the usual rules on causation and remoteness of damages. See Practice Note: Causation and remoteness in contractual breach claims. Section 3 of the

In the context of a long residential lease, this is most likely because the lease requires

This Q&A refers to the Financial Conduct Authority’s (FCA) guidance note, paragraphs 8.149–8.158, page 69, and specifically the following statement in paragraph 8.155: ‘The courts have suggested that cancellation, other than on the ground that the society no longer exists at all or that it existed for an illegal purpose, may simply end registration and its privileges. This may leave the unregistered society as an unincorporated association,

Clause 11.3 of the Precedent: Services agreement—one–off supply—pro-customer states: ‘11.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:… …11.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case’ Section 123 of the Insolvency Act 1986 (IA 1986) provides: ‘(1) A company is deemed unable to pay its debts— (a)

Statement of Costs for summary assessment A party wishing to claim costs must prepare a written statement setting out their costs (CPR PD 44, para 9.5(2)). This is known as a 'statement of costs'. It is used by a party to set out all the costs it incurred in making the application or, if dealing with a fast track case, the entire claim. The statement of costs is provided to the court by completing Form N260 as you have identified. Commentary: The Statement of Costs: Cook on Costs [27.17] explains: ‘The post-March 2013 form was introduced as a result of the almost universal criticism of the lack of information on the old form (endorsed by Sir Rupert Jackson) and the potential that this created 'broad brush' injustice. The new form now has an additional sheet

In February this year, the European Commission prohibited Ryanair's third bid to acquire control of Aer Lingus (see Ryanair/Aer Lingus III). The Commission prohibited the deal as the two airlines are each other's closest competitors on routes from Dublin airport, with no other airlines close to competing or having the brand awareness in Ireland. Furthermore, on many routes, the acquisition would result in a merger to monopoly. In fact, since the first prohibition decision in 2007, competition between the two airlines had actually intensified. Although Ryanair submitted proposed commitments to the Commission, these didn't adequately address the Commission's concerns. In contrast, the Commission has cleared a number

It is market practice for a tax covenant, also known as a tax deed, to form part of the transaction documents in respect of a sale of all the shares in a company (the target company) that is: • a private company incorporated in the UK, or • a non-UK incorporated private company where there is a UK connection (ie, where the buyer is UK tax resident or the share purchase agreement (SPA) is to be governed by English law) This Practice Note explains: • what a tax covenant is • what a tax covenant does—broadly, it allocates responsibility between a seller and a buyer for the tax liabilities of a target company or group by reference to a specified date, and • how payments made under a tax covenant are treated for UK tax purposes What is a tax covenant? Parties to the covenant A tax covenant is an agreement that is made between the seller and the buyer, and not between the seller and the target company. Contractual promise A tax covenant

We do not currently hold a Precedent damages based agreement (DBA) on Lexis®PSL. We have looked at providing Precedent DBAs, but we have a number of concerns both with the DBA Regulations and the enforceability of DBA agreements. We have therefore

We refer you to Practice Note: Powers of attorney in commercial transactions, in particular the section titled 'Powers of attorney in commercial transactions—Form of grant of power of attorney' which states: 'Power of attorney appointments are sometimes included as a clause in a commercial agreement where the nature of the services to be provided by a party includes the assignment of rights created by a party in performance of their

Corporate Crime analysis: The Ministry of Justice (MOJ) is making a call for evidence in response to the miscarriages of justice which arose in the Post Office Horizon IT scandal from the fallibility of the current law in relation to computer evidence. Currently, the use of evidence generated by computer software in criminal proceedings is governed by a common law presumption which assumes that a computer is functioning properly and any evidence produced is accurate, unless the defence can prove that it is not. Justice Minister Sarah Sackman KC, in announcing the call for evidence, said that: ‘We must learn the lessons of the Post Office scandal’. Written by Daniel Jackson, partner & April O’Neill legal assistant of BCL Solicitors LLP.

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for DCM lawyers? [Archived] What requirements are there on issuers wishing to list debt securities in London? Under the Prospectus Directive 2003/71/EC and its implementing measures (and subject to a number of exemptions) a prospectus must be approved and published before: • an offer of securities is made to the public within any European Economic Area (EEA) Member State, or • securities are admitted to trading—ie listed—on a regulated market in any EEA Member State What is the Main Market? If

This Practice Note sets out the key considerations and illustrative computations for determining whether to elect under section 425 or section 431 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), or whether to make no election at all, upon the acquisition of restricted securities. For further background, see Practice Notes: • What are restricted securities? • Restricted securities—tax treatment and joint elections, and • Guidance on making a valid restricted security election The question of whether to make a section 425 or section 431 election (or no election at all) is considered in the context of the following example. Factual background An incoming director of a private company pays £100 to subscribe for 100 shares in the company (at nominal value), offered as a 'golden hello'. If, within five years of the acquisition, the director fails to meet certain performance conditions, resigns voluntarily or is dismissed (including for, but not limited to, misconduct), the director must transfer the shares to a