It has been assumed this Q&A refers to a business to business contract which is not subject to specific industry or sector regulation. Additional considerations may apply for a business to consumer contract. Variation generally Over the course of a commercial arrangement there will be occasions when a written contract needs to be varied or amended to reflect the changing needs of the parties or environment within which they are operating. Where the original contract is in writing, it is common practice to include a term providing that any amendment or variation of that agreement is to be made in writing and signed by all parties or their authorised representatives. For an example, see Precedent: Variation clause. Some written contracts go further and provide that the parties must discuss and negotiate a proposed variation only within the confines of a prescribed process and in a pre-agreed format, for example, see clause 10 and Schedule 12 of Precedent: Outsourcing agreement—long form. Any agreement

This Q&A assumes that the intention of the parties is that the tenancy should not be an assured shorthold tenancy. Section 1 of the Housing Act 1988 (HA 1988) contains three prerequisites for a tenancy to be an assured tenancy: • the dwelling-house must be let as a separate dwelling • the tenant or, if there are joint tenants, each of the

A party to a lease may have the benefit of rights over land other than the demised premises (whether owned by the landlord or some other person). Such rights will invariably be easements, eg rights of way, rights of light etc. See Practice Note: Easements—nature and characteristics. It is trite law that an easement may be brought to an end by release and, at law, a deed is required for the express release of an easement (in equity, something less may be effective, eg an enforceable contract, estoppel etc). In order to execute a deed, a number of formalities must be complied with: (i) the deed must be in writing; (ii) it must be clear from the face of the document that it is a deed and intended to be a deed; (iii)

It depends on what the express grant of the easement states (assuming that this is a written express easement and not an implied easement). So long as the scope and extent of the easement is not exceeded by the user of the right of way proposed, then it is lawful for the owner of the easement to grant a licence to members of the public to use the right of way. For example, if a right of way exists to provide a means of reaching a house, then

For an introduction to the General Data Protection Regulation (the GDPR), Regulation (EU) 2016/679 and guidance on the meaning of ‘controllers’ and ‘processors’, see Practice Notes: Introduction to the EU GDPR and UK GDPR and Determining roles under data protection law in commercial transactions between businesses (processor, independent controller or joint controller). Practice Note: Supply chains under data protection law—arrangements between controllers and processors explains that Article 28(3) of the GDPR refers to obligations which must be imposed on processors and sub-processors by ‘a contract or other legal act under Union or Member State law’. The Information Commissioner’s Office (ICO) guidance: Contracts and liabilities between controllers and processors notes: ‘The GDPR refers to a contract “or other legal act”. But, in practice, in the UK, contracts

Whether the personal representative (PR) of a deceased shareholder is entitled to exercise the voting and pre-emption rights of that deceased shareholder depends on a number of factors, including the terms of issue of the shares in question, the provisions of the company’s articles of association and the terms of any agreement relating to those shares (eg a shareholders’ agreement). Transmission of shares A PR may be an executor, if the deceased shareholder made a will, or an administrator, if the shareholder has died intestate. On the death of a shareholder, their shares are transmitted to their PR automatically (ie they are transferred by operation of law, without any instrument of transfer being required), unless the shares are held jointly. For more information, see Q&A: Can personal representatives transfer shares in a company without a grant of probate? Where the shares are held jointly, the interest of the deceased shareholder passes automatically to any remaining joint shareholder, in accordance with the company’s articles (see Practice Note: Joint shareholders). Therefore,

Where a claimant dies, in some types of cases, the proceedings (including enforcement proceedings) may be instituted or continued by the claimant's personal representative or, where there is no personal representative, by an appropriate person appointed by the employment tribunal. This includes cases involving unfair dismissal, redundancy and various other individual employment rights. In some other types of cases (eg discrimination) where there is no specific provision allowing proceedings to be instituted or continued on behalf of a deceased claimant, a claim may nevertheless be instituted or continued on behalf of the deceased claimant under the Law Reform (Miscellaneous Provisions) Act 1934. See Practice Note: Enforcement of employment tribunal awards and Acas COT3 settlements—Death of claimant. Almost all claims that may be brought in the employment tribunal derive from a jurisdiction created by statutory provisions. Each such set of statutory provisions will include a provision that prevents the parties

It is possible for personal representatives to claim adverse possession on behalf of the deceased. The leading case is J A Pye (Oxford) Ltd v Graham. In that case, the personal representatives of Mr Graham succeeded in claiming a possessory

Where land is held by co-owners for themselves as beneficial tenants in common and one of them dies, the legal title to the land will then be held solely by the surviving trustee of the legal title, but the beneficial interests will remain as they were prior to the death, except that the deceased beneficial owner's share will automatically vest in that individual's personal representatives. Therefore, on the death of a beneficial tenant in common, that individual's executors will have no power to appoint trustees of the legal title. They

We refer you to Practice Note: Personal representatives and trustees—power of appropriation, which provides an overview of a personal representative's and a trustee’s powers of appropriation. In particular, the section entitled ‘Trusts of land’ may be useful. For more information on the Trusts of Land and Appointment of Trustees

Power of appropriation Personal representatives (PRs) have a statutory power of appropriation under section 41 of the Administration of Estates Act 1925 which allows them to appropriate any part of the estate, (including a chose in action) in its actual condition or state of investment at the time of appropriation, in or towards satisfaction of any legacy or interest or share in the estate, whether absolute or settled, without the requirement for the deceased to confer a power of appropriation in the Will. This power is widened by the STEP Standard Provisions (2nd edition) when incorporated in the Will. See Practice Note: Personal representatives and trustees—power of appropriation. Valuation for the purposes of the appropriation Where PRs appropriate assets, they should (unless the Will provides otherwise) revalue the assets as at the

It is assumed that the proposal referred to relates to acquisitions of shares in the public parent company. By virtue of sub-sections 682(1)(a) and (2)(b) of Companies Act 2006 (CA 2006), a private subsidiary is able to give financial assistance for the acquisition of shares in its parent company where it is doing so in good faith in the interests of that company or its holding company for the purposes of an employees’ share scheme. This can therefore include where the relevant subsidiary is funding its parent company’s employee benefit trust (EBT) for the purposes of an employees’ share scheme