For the purposes of this Q&A, we have assumed that the new lessee has not had sight of the original lease agreement. Formation of contract Four essential elements must be present for a contract to be effective. These are: • offer • acceptance • consideration, and • the intention to create legal relations Terms of a contract Contracts that do not have clear, comprehensive or unambiguous terms may fail for lack of certainty. Terms such as price or rental price may often fall into this type of category. The courts will, in some cases, infer terms but each case is judged on its own merits. Terms can be express or implied and are further classified as: • conditions—breach of which entitles the innocent party to terminate the contract and claim damages; alternatively, the innocent party may choose to affirm the

The tort of conversion The tort of conversion is concerned with cases where one person (D) has misappropriated goods belonging to another (C). It requires the existence of three elements: • D’s conduct must have been inconsistent with the rights of the owner, C (or other person entitled to possession) • D’s conduct must have been deliberate, not accidental; and • D’s conduct must have been so extensive an encroachment on C’s rights as to exclude C from use and possession of the goods See Commentary: Conversion: general features of the tort: Halsbury's Laws of England [202]. In order to sue in conversion, the claimant must establish that they hold a property right in respect of a chattel (OBG Ltd v Allan). There is no closed list of the different types of chattels which can form the subject matter of a property

This Q&A considers whether the transferable nil rate band (NRB) and the transferable residence nil rate band (RNRB) are available when the first spouse died in 1971, which is before the introduction of inheritance tax (IHT) on 18 March 1986. Transferable NRB In order to claim the transferable NRB, it is necessary for the individuals to have been married or in a civil partnership at the date of the first death. For spouses, it does not matter when the first death occurs, although the second death must be on or after 9 October 2007. For civil partners, the first death must occur on or after 5 December 2005 (ie the introduction of civil partnerships) and the second death on or after 9 October 2007. As the question refers to a spouse, we have assumed that the individuals concerned were married at the date of the first death. Therefore, assuming that the second

For an explanation of the nil rate band (NRB) and transferable NRB, see Practice Note: IHT—nil rate band (NRB) and transferable NRB. In order to claim the transferable NRB, it is necessary for the individuals to have been married or in a civil partnership at the date of the first death and for the deceased person's estate to have had an unused NRB. The second death must be on

In order to claim the transferable nil rate band (NRB), it is necessary for the individuals to have been married or in a civil partnership at the date of the first death. For spouses, it does not matter when the first death occurred (subject to the points raised below), although the second death must be on or after 9 October 2007. For civil partners, the first death must occur on or after 5 December 2005 (ie the introduction of civil partnerships) and the second death on or after 9 October 2007. We have assumed in this Q&A that the individuals concerned were married at the date of the first death. Therefore, assuming that the second spouse died on or after 9 October 2007, the transferable NRB can, in theory, be claimed even though the first spouse died in 1965. However, there may be practical and evidential

The inheritance tax (IHT) treatment of the distribution will depend on all the circumstances of the case. The resources and information below may be helpful in determining the IHT treatment applicable to the facts relating to the trust in question. Transferable nil rate band By way of background to the transferable nil rate band, Practice Note: IHT—nil rate band (NRB) and transferable NRB states that: ‘Under sections 8A–8C of the Inheritance Tax Act 1984 (IHTA 1984), as inserted by section 10, Schedule 4, paragraphs 1 and 2 of the Finance Act 2008, it is possible for the unused percentage of the NRB from a deceased individual to be transferred on the death, after 9 October 2007, of the surviving spouse or civil partner to the estate of that (now deceased) surviving spouse or civil partner. This is called the transferable nil rate band (TNRB) and can have the effect of increasing the NRB available to the surviving spouse's estate

For information about residence nil rate band (RNRB), how it operates and the conditions and restrictions for its availability, see Practice Notes: IHT—residence nil rate band and IHT—residence nil rate band Q&As. There is no requirement in section 8G of the Inheritance Tax Act 1984 (IHTA 1984) for the first spouse to have had an interest in the qualifying

In this scenario, the transferee will need to consider: • whether there is a contractual right to make the proposed change to the employees’ place of work, and • whether such a variation is permitted under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 Contractual issues From a contractual point of view, the first step, having ascertained what the contractual terms are, is to establish whether the change envisaged by the employer: • is already permitted by those terms, or • may not affect the actual terms of the contract Assuming that it is necessary to vary the contractual terms, the next step is to establish whether the existing contractual terms have adequate inherent flexibility to enable the employer to introduce the proposed changes without having to amend the contracts of employment themselves. Where a change in employment arrangements involves a contractual change, common law requires that the employee (or, where terms are collectively bargained, recognised trade unions)

It has been assumed that the property that is the subject of the trust deed is registered property and that the trust deed is to be made between co-owners of the registered property. Where two or more people together own real property, they hold it under a trust of land. Where property is held on a trust of land, the legal estate and equitable estate are separate. The legal estate must be held by the co-owners as joint tenants. The beneficial interest in the property can, however, be held by the co-owners either as: • joint tenants, or • tenants in common If the co-owners are joint tenants, each has an indivisible share in the property, so that each owns the whole rather than an identifiable share of the property. The right of survivorship applies so that on the death of one joint tenant, the deceased's interest in the property

Employee benefit trusts (EBTs) are commonly used to support employees' share schemes and to provide other benefits to employees in the form of pensions and bonuses. Their use was significantly affected by the introduction of the disguised remuneration rules in Part 7A of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). For further details on the structure of the disguised remuneration rules, see Practice Notes: Disguised remuneration—structure of the regime and its implications in practice and Disguised remuneration—the gateway. For further specific details on the relevant steps, see Practice Note: Disguised remuneration—the relevant steps. There is a risk that the grant of an unapproved share option by a trustee of an EBT will be deemed to be 'ear-marking' pursuant to ITEPA 2003, s 554B and will therefore

While the trust is created on the death of the testator, funds are not usually available until the executors have completed their duties and formally assented the assets. However, in practice, if the spouse has a clear right to the trust property, a part of it could potentially

The question refers to the trustees' 'general power to lend'. Trustees do not have a general power to lend, unless the loan represents an investment by the trustees in exercise of their statutory or express powers of investment. If there is no express power to lend in the Will As set out in Practice Note: Trustees—trustees' power to lend, trustees’ statutory powers of investment are set out in section 3 of the Trustee Act 2000 (TrA 2000) and known collectively as the general power of investment. The general power of investment applies: • where there are no express powers of investment within the trust instrument or where the express powers are more limited than the statutory powers, and • to trusts and Will trusts created before and after the commencement of TrA 2000 Although the general power of investment in TrA 2000, s 3 is very wide, it