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Back letter meaning

What does Back letter mean?
A back letter is a separate written agreement made alongside a principal contract to qualify, clarify or vary its terms, or to record the parties’ true intentions and additional obligations. It is a descriptive expression rather than a statutory term. In Scots law, the term has a traditional, specific use (often called a counter-letter) to show that a deed that appears absolute is in fact held in trust or by way of security. In England and Wales, Northern Ireland and Ireland, the analogous term is side letter, with broadly similar effect. Key legal features: - Binding if supported by consideration or executed as a deed, and subject to any formalities applicable to the underlying transaction. - Interacts with entire agreement, no-variation and non-reliance clauses; care is needed to avoid inconsistency and enforceability risks. - May not bind third parties or successors without registration or notice where relevant (for example, in land or other registrable interests). In Scotland, a back letter cannot prejudice a good-faith acquirer for value. - Common uses include price adjustments, rent concessions, operational mechanics, conditions precedent, confidentiality and tax-related covenants. Courts construe a back letter with the main agreement to ascertain contractual intention and resolve inconsistencies.
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CHECKLISTS
Novation of commercial contracts: UK practitioner checklist on due diligence, consent, transfer of rights and obligations, allocation of liabilities, warranties, indemnities, claims, amendments, third-party consents and boilerplate

Checklist This Checklist highlights the principal points and provisions to address when preparing and negotiating the novation of a contract to a third party. Precedents Novation agreement-long form Novation agreement-short form Deed of novation-long form Deed of novation-short form Short form letter of novation Information on novation Practice Note: How to novate a contract Practice Note: Novation-why and how to novate a contract Third parties, subcontracting and transfers-overview For sector-specific guidance in construction, see: Novation in construction projects-overview. Note that for contracts novated on or after 31 December 2018, the Business Contract Terms (Assignment of Receivables) Regulations 2018, SI 2018/1254 may render ineffective any restrictions on assigning receivables. For further detail, see the drafting notes and optional clauses in Precedent: Assignment clause, and News Analyses: Updated draft regulations on business contract terms and Back for good-new Business Contract Terms (Assignment of Receivables Regulations) 2018. The Regulations as made introduce...

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NEWS
UK and EU TMT weekly: AI Act amendments and enforcement, Online Safety regulations, CMA agentic AI guidance, ICO age assurance, DMA-GDPR, Ofcom telecoms access review (19 March 2026)

In this issue: New technologies Internet Data protection Media Advertising, marketing and sponsorship Reputation management Telecommunications LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information New technologies DSIT releases report and impact assessment on copyright and artificial intelligence DSIT, the Department for Culture, Media and Sport (DCMS) and the Intellectual Property Office have jointly issued a report and an impact assessment exploring the use of works protected by copyright in the training and development of AI systems. These have been published pursuant to sections 135 and 136 of the Data (Use and Access) Act 2025. See: LNB News 18/03/2026 44. EDPS unveils Compass on supervision and enforcement under the EU AI Act The European Data Protection Supervisor (EDPS) has released its Compass setting out its expanded role under the EU AI Act as a market surveillance authority...

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NEWS
MEPs back EU Commission plan to withdraw SEP licensing regulation amid Council deadlock; rival MEPs push for revival

A group of nine EU lawmakers in the European Parliament have written to the European Commission, backing its move to scrap a proposal to regulate licensing of standard-essential patents made by it According to the letter, the Commission should stand firm in its resolve and complete the withdrawal of the measure in full, while anticipating workable, pragmatic alternatives that benefit every stakeholder; it was addressed to EU Commission President Ursula von der Leyen and Commissioner Stéphane Séjourné, who is responsible for the EU’s industrial strategy as such MLex reports the letter was led by Finnish MEP Aura Salla of the parliament’s right-wing European People’s Party therein...

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NEWS
UK, EU and international sustainable finance: FCA climate disclosure review, EU CSRD/ESRS quick fixes, Taxonomy simplification, SFDR Q&A, green bond templates, ISSB/NGFS updates—August 2025

UK developments FCA issues full-page update on climate change and sustainable finance The Financial Conduct Authority (FCA) has issued a full-page refresh of its ‘Climate change and sustainable finance’ webpage, setting out its ongoing work in this area. The update draws together recent developments in the FCA’s regulatory stance, designed to support the management of risks linked to the shift to a more sustainable economy and to the impacts of climate change. It also details action to improve the availability and reliability of sustainability information, encourage fair competition, and contribute to internationally aligned standards. This sits within wider efforts to back the UK Government’s goal of making the UK a global centre for sustainable finance. Refer to LNB News 22/07/2025 51. Source: Climate change and sustainable finance [Update]. FCA publishes multi-firm review findings on climate-related disclosures by asset managers, life insurers and FCA-regulated pension providers The FCA has released the results of its multi-firm review of climate-related disclosures by asset managers, life insurers and FCA-regulated...

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PRACTICE NOTES
CMBS transaction documents: a practitioner’s guide to key agreements, parties, provisions and signing-to-closing timeline

This Practice Note This Practice Note outlines the principal documents needed for a commercial mortgage-backed securities (CMBS) deal, identifying the principal parties to each, the salient issues to assess in them, and the stage in the process at which they ought to be executed. As with any financing method or transaction, there are many variations in how the detailed terms of any given transaction may function, which fall outside the remit of this Practice Note. Furthermore, unless expressly stated, the requirements of specific jurisdictions—most notably the United States—in relation to a CMBS transaction are not addressed in this Practice Note. This Practice Note should be read alongside Practice Note: Key parties, documents and terms of a commercial mortgage-back securities transaction. It focuses on documents, participants and timing considerations, rather than prescribing structures or variations, and is intended as guidance for reference purposes only...

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PRACTICE NOTES
Scottish Commercial Lease Rent: Quarter Days, VAT, Interest, Open Market and Index-Linked Reviews, Turnover and Stepped Rents, Drafting Pitfalls, and Waiver of Late Review

This Practice Note explains the legal framework governing rent and rent review clauses in Scottish commercial leases. For disputed elements of rent and rent review, see Practice Notes: Rent arrears in commercial leases—recovering—Scotland and Commercial property rent review disputes—Scotland. Rent At common law, one essential requirement for a lease is the obligation to pay rent, even if only a token sum. Rent is typically due quarterly in advance on the Scottish quarter days; however, it is also frequent for leases where the landlord is an English property company or pension fund to specify payment on the English quarter days (see below) to maintain uniformity across the landlord's portfolio. After the 2008 recession, retail tenants increasingly sought to pay rent monthly in advance, and many landlords have been willing to consent to this. Such arrangements are generally personal to the original tenant and are recorded by a back letter; see Practice Note: Back letters to commercial leases in Scotland. The new Scottish quarter days are: Candlemas,...

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PRACTICE NOTES
Acquisition and Leveraged Finance: Practitioner’s A–Z of Terms, Covenants, Structures and Jargon

This glossary sets out many of the expressions commonly used in the leveraged finance market. Words appearing in the definitions in bold are defined elsewhere in this glossary. For further banking terminology, please refer to the main Banking & Finance Glossary... Acquisition finance glossary—A Acceleration Acceleration is the formal action taken by the agent, on the instructions of the majority lenders, following an event of default, such as making a demand for early repayment of the loan. See Practice Note: Accelerating a loan for more information... Accordion feature/accordion facility An accordion, also called an incremental debt feature, is a mechanism in the facilities agreement that, provided specified conditions are satisfied (for example, pro forma compliance with a leverage test), permits those lenders under the facilities agreement who wish to do so to advance additional debt. The terms for that extra debt are typically captured in an increase notice. This accordion or incremental debt flexibility is different from structural adjustment, which usually requires the majority consent...

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PRECEDENTS
Employer performance management and capability procedure: precedent client letter compliant with the Acas Code (England, Wales and Scotland)

Note: this letter is prepared in broad terms without reference to any particular scenario. You should adapt the letter where you are advising on an identified employee and the specific facts. Where the employer operates its own performance and capability procedure (or a disciplinary process addressing inadequate performance), you must refer back to that policy throughout the letter, linking each stage of the process and any time limits set within it. You may discover that the employer’s procedure requires additional warnings or imposes other steps. This letter proceeds on the basis that performance review periods will be shorter than the duration of any warnings issued. Ensure cross-references appear at each stage and that all stated deadlines are meticulously observed throughout the procedure. [ name and address of client ] Dear [ name ] Performance and capability procedure I write to outline my advice on running a performance and capability process for an employee whose performance falls below the required standard. The principal legal exposure, if the...

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PRECEDENTS
UK Standard Visitor (Business): Template Letter of Support from Overseas Employer

[ To be produced on the official letterheaded paper of the overseas business ] [ Address to either: Chief Immigration Officer [ insert port of entry ] (non-visa nationals) or Entry Clearance Officer [ insert entry clearance post ] (visa nationals) ] [ Add date ] Dear [ insert organisation’s name ] [ Provide the visitor’s full name, date of birth, and nationality exactly as stated in the passport ] Request for entry to the UK for a business visit This correspondence is submitted to back the request of the person named above for permission to enter the UK as a visitor within the standard visitor category for a duration of [ insert number of days/weeks/months ]...

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PRECEDENTS
Precedent: CPR-compliant pre-action letter of claim for negligent misrepresentation (Misrepresentation Act 1967) – England and Wales

[ TO APPEAR ON THE CLAIMANT’S SOLICITORS’ LETTERHEAD ] Our ref: [ insert your file reference for this matter ] FAO [ insert name of addressee ] [ ADDRESS LINE 1 ] [ ADDRESS LINE 2 ] [ POSTCODE ] [ DATE ] Dear [ insert name ] RE [ PROSPECTIVE CLAIMANT’S NAME ] AND [ PROSPECTIVE DEFENDANT’S NAME ] LETTER OF CLAIM [ We refer back to our letter dated [ insert date of previous correspondence, if any ] ]. [ As you will be aware, we OR We ] act for [ insert client’s full name ], whose postal address is [ insert full address ]. This document is our client’s letter of claim, issued in accordance with the Practice Direction Pre-Action Conduct and Protocols of the Civil Procedure Rules (the ‘Practice Direction’), a copy of which is enclosed for your convenience. Please pay particular attention to the closing section of this correspondence, which sets out the deadline for...

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