Agreement to sell meaning

This Checklist This Checklist outlines the key matters a principal should weigh up when engaging a sales and marketing agent to sell and/or promote goods or services. It reviews relevant preliminary, commercial and legal points that principals may wish to tackle when both drafting and negotiating a sales and marketing agency agreement. It covers commercial agents under the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053 and the appointment of agents that are not commercial agents. For more guidance on appointing a sales and marketing agency, see Practice Note: How to appoint a sales and marketing agent...

The Court of Appeal decided that aerospace trader Mitsui Bussan Aerospace Co Ltd’s contractual claim against French jet maker Dassault Aviation SA could be passed to Mitsui Sumitomo Insurance Co Ltd, restoring an arbitration award made in 2021. Dassault maintained that its agreement to supply maritime surveillance aircraft to Mitsui Bussan Aerospace (MBA) included a term barring MBA from assigning its rights to any third party without Dassault’s approval, the judgment simply records. Justice Geoffrey Vos found that when the contract was automatically moved to Mitsui Sumitomo under Japanese law, the non‑assignment clause was not breached (despite the absence of Dassault’s consent) because MBA was not ‘voluntarily causing or agreeing’ to the transfer. He wrote that the proper issue was whether the transfer was effected by MBA, rather than whether it occurred as a result of particular steps MBA had taken. MBA (which planned to sell the aircraft on...

Artcrafts International SpA v MOU Ltd [2024] EWHC 1558 (KB) What are the practical implications of this case? Termination clauses frequently demand close scrutiny and nuanced interpretation. This judgment underlines how accurate wording can shield a contracting party in practice. Such provisions are not mere boilerplate; they merit deliberate and sustained consideration. The decision also highlights when the court will, and will not, imply terms into an agreement. What was the background? In April 2011, Artcrafts, an Italian company, and MOU, an English company, entered into a Licence Agreement. It permitted the commercial exploitation of intellectual property rights in ‘Mou’ branded footwear (the Products). Under it, MOU conferred on Artcrafts an exclusive licence to manufacture, distribute, sell, advertise and promote the Products within the Territory (as defined), together with a non-exclusive licence to carry out the same activities elsewhere in the world. The Territory comprised specified countries as well as the US. In exchange, Artcrafts paid MOU substantial royalties. In recent years the relationship deteriorated, and...

All seven judges of the High Court of Australia broadly concurred on the construction of an agreement under which PepsiCo would transfer beverage concentrate, trade marks and other intellectual property to Schweppes Australia Pty Ltd for domestic production and distribution. Although, by a margin of 4–3, the court held that Schweppes’ payments were not royalties, the bench unanimously concluded that, royalty or not, the sums were not income that could attract withholding tax for Pepsi. The majority determined that sums remitted to a Pepsi entity—PepsiCo Beverage Singapore Pty Ltd—did not constitute royalties. Even on the contrary assumption, no withholding would arise because Schweppes was obliged by contract to buy the concentrate on terms dictated by Pepsi, the court observed. Under the arrangement, Pepsi and its affiliate Stokely‑Van Camp Inc, owner of Gatorade, each undertook to “sell or cause to be sold by one of its subsidiaries” the concentrate to Schweppes. In the majority’s view, this was simply a supply agreement for concentrates between PepsiCo Beverage Singapore and Schweppes...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to be superseded by a single, self‑assessed tax on securities — the securities transfer charge (STC) — to be paid and reported via a new online portal. The STC’s core features are expected to broadly reflect the proposals consulted on in 2023. Finance Act 2026 (FA 2026) confers a power for secondary legislation to let taxpayers trial the digital service, self‑assessing their stamp taxes on securities liabilities and submitting transactions electronically. For further details on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes Tax update spring 2025—Stamp taxes on shares modernisation Tax update spring 2025—Tax analysis—Stamp and transfer taxes TAMD 2023—Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes The government also consulted on modernising and clarifying...

A deadlock arises when parties to an agreement face an irreconcilable dispute and cannot reach consensus. The expression is commonly associated with corporate joint ventures (JVs), especially 50:50 JVs where neither side holds a controlling interest and, as a result, unanimous consent is required for all decisions. Deadlock may equally occur in non-50:50 JVs, for example where specific matters demand unanimity or where more than two JV participants vote and no majority is achieved. Certain conflicts can trigger a deadlock that prevents the joint venture company (JVC) from operating effectively. It is sensible to address at the outset how a deadlock might be settled. Consequently, joint venture agreements (JVAs) usually include deadlock resolution mechanisms (often in stepped stages) that must be followed to resolve the impasse. Defining deadlock procedures within the JVA will save time and expense if a deadlock emerges and will help the parties to maintain the JV's continuity. On occasion, the very circumstances that produce a deadlock can also prompt the aggrieved party to seek relief under...

What is a power purchase agreement? A power purchase agreement (PPA) is a contract between an electricity producer (generator) and the buyer of that electricity (offtaker) that sets out the commercial terms governing the sale and purchase of power from a generation project. For our comprehensive suite of resources and precedents on power purchase, see: Power purchase agreements and routes to market—overview. A PPA offers a route to market for electricity produced by the generator and, for renewable generating stations, any green benefits the generator receives for producing electricity from renewable sources, which may be sold on to electricity suppliers. It is the agreement under which a significant share (if not all) of a project’s revenues are earned and, as a result, the PPA supports the economics of most power projects. Most PPAs include provisions addressing the following matters: commencement and term sale of power sale and transfer of any green benefits (for projects generating electricity from renewable sources) credit for embedded benefits...

This Agreement is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is at [ insert address ] ] (the Principal); and [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is at [ insert address ] ] (the Agent), (each of the Principal and the Agent is a party and, taken together, the Principal and the Agent are the parties). Background The Principal provides the Services (as defined below). The Principal intends to appoint the Agent as its non-exclusive agent within the Territory (as defined below) for the [ marketing OR marketing and sale ] of the Services, on the terms of this Agreement. The Agent has agreed...

Date [ date ] Parties [ name of mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Seller) [ name of (first) Buyer ] [ and [ name of second Buyer ] both ] of [ address ] ([ together ] Buyer) 1 Definitions In this Agreement, the following terms shall have these meanings: Actual Completion Date – the day on which the Transfer is actually finalised; [ Buyer’s Solicitors – [ name ] of [ address ] (reference [ details ]); ] Completion Date – [ date ]; [ Contents – the items specified in Appendix 2; ] [ Contents Price – £[ amount in figures ] ([ amount in words ] pounds); ] Deposit – [ figure ]% of the Price; [ Documents – the documents identified in the Schedule; ] Legislation...

This Agreement is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Principal); and [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Agent). Each of the Principal and the Agent is a party, and together the Principal and the Agent are the parties. Background The Principal [ manufactures OR manufactures and sells ] the Products (as defined below). The Principal intends to appoint the Agent as its exclusive agent in the Territory (as defined below) for the [ marketing OR marketing and sale ] of the Products, on the terms of this Agreement. The...

Lease or licence? In Street v Mountford, the House of Lords set out the core indicators of a tenancy. These focus on the substance of the arrangement rather than the label attached to it: exclusive possession of specified premises Although the payment of rent may suggest a tenancy, it is not essential. Whether the proposed arrangement is a lease or a licence turns on the agreement taken as a whole; where the parties in reality confer exclusive possession, that result cannot be avoided by calling the document something else. What counts is the essence of the bargain, not its outward form or chosen description. Even where the paperwork is properly framed at the outset as a true licence, the parties’ subsequent behaviour may alter the character of the arrangement so that a tenancy is later created. For further discussion, see Practice Note: Leases and licences of land—key features and differences, together with the commentary in Hill and Redman’s Division A from paragraph...

Joint ownership and severance Whether the pair are married or merely cohabiting is not stated; what is clear is that the house is their home and that title is held jointly. It is possible that, on transfer, an express declaration of trust was included to the effect that they were to hold upon trust for themselves as beneficial joint tenants or, in the alternative, as tenants in common in agreed shares which need not be equal. If an express declaration of trust exists, it would be conclusive of the extent of their interests. Should it provide that they are to hold as beneficial joint tenants, that would mean neither owns a divided portion of the property; but if the joint tenancy were to be severed, they would, from that point, hold as tenants in common in equal shares. Section 36 of the Law of Property Act 1925 sets out the position on severance of a beneficial joint tenancy...