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Legal Advice Computer Key In Blue Showing Attorney Guidance

Subject to contract?

As discussed previously http://www.nelljones.co.uk/battle-of-the-forms-who-wins , a contract is formed when one party makes an offer and the other unequivocally accepts that offer.  In the case of specific types of contract, certain formalities may also be required, but in most cases the law is fairly relaxed in its approach towards what amounts to an “offer” and […]

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Restraint of trade – is it enforceable?

Restraint of trade clauses, for example preventing a party from competing or from approaching clients, are often found in employment contracts and in share purchase agreements for the sale of companies.  This blog considers the judicial approach to the enforceability of such clauses. Contracts of employment Employers often seek to include restraint of trade clauses […]

contractual

Who pays the VAT?

Whilst the points set out in this blog may seem like common sense, contracting parties still frequently fall foul of the relevant legal principles. It is common for prices to be discussed between businesses on a commercial basis without mention of VAT.  However, recent case law reminds us that, if VAT is not expressly and […]

contractual

Warranty or Representation?

Non-lawyers could be forgiven for assuming that these two terms are interchangeable, as they are frequently seen together, e.g. “The Seller warrants and represents that…”. However there is an absolutely crucial difference. Warranties Many contractual terms are “warranties”.  A warranty is a statement of fact and, if it is incorrect, the party who has made […]

Legal Advice Computer Key In Blue Showing Attorney Guidance

Are liquidated damages enforceable?

Unfortunately for contractors the answer is going to be, usually, yes. Penalties In the event of a breach of contract it is not permissible for the injured party to impose a penalty on the party in breach.  Liquidated damages do have the potential to amount to penalties.  “Take or pay” clauses (e.g. a requirement to […]

contractual

Can you exclude liability?

The exclusion and limitation of liability are possible within contracts, but case law demonstrates that such clauses are far more likely to be upheld where their effect is restricted in a commercially justifiable manner.   UCTA The Unfair Contract Terms Act 1977 (UCTA) sets out the framework against which exclusion clauses are reviewed by the […]

Personnel

Changes to TUPE law

The Government has recently published its response to consultation on legislative changes intended to “improve and simplify” the TUPE regulations for all parties involved. Service Provision changes The service provision change rules, which were widely expected to be repealed, will remain in place.  However the amendments are likely to clarify expressly that, for there to […]

dispute-resolution

Agreements to agree – are they enforceable?

Can you agree to agree? In summary, generally, no. What many parties do not realise is that, in English law, agreements to agree are not enforceable.  For example, if two parties record that they will seek to agree mutually acceptable terms for the purchase of a company, this “agreement to agree” will not be enforceable, […]

Legal Advice Computer Key In Blue Showing Attorney Guidance

What duties do Directors have?

There is no formal qualification required to become a company director, and many individuals become Directors without a full understanding of the accompanying legal requirements. Directors’ duties  Broadly speaking, Directors are expected to: Use their powers for the proper purpose, acting within the remit granted by the company’s Articles of Association. Promote the success of […]

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The best advice you’ll ever have?

If I was asked to communicate what I felt was the most useful legal/commercial advice possible to business in one short sentence, it would be this:                  Keep a paper trail With experience of representing numerous clients in courts and tribunals, advising in respect of countless commercial disputes […]