c (Commercial) meaning

This Checklist To be read together with the Practice Note entitled Arbitration and the Contracts (Rights of Third Parties) Act 1999. It highlights key matters to assess when deciding whether arbitration clauses within contracts also bind a third party under the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999): Does the relevant contract expressly disapply the C(RTP)A? Many commercial agreements expressly exclude the C(RTP)A 1999 Is the contract expressly subject to English law? If English law does not govern, then the C(RTP)A 1999 may not apply to the contract If the contract is not governed by English law, but the arbitration clause is, the C(RTP)A 1999 may nevertheless apply to the arbitration agreement (see eg AES Ust-Kamenogorsk Hydropower Plant LLP v Ust-Kamenogorsk Hydropower Plant JSC) Also, check the date of the contract...

This checklist sets out what a company listed in the equity shares (commercial companies) category must announce to a regulatory information service (RIS) in relation to a significant transaction under UKLR 7.3 of the UK Listing Rules. Under the UKLR, a significant transaction is one where any percentage ratio reaches 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following must be notified to a RIS as soon as the terms of a significant transaction are agreed: UKLR 7.3.1R (2)(a): A statement setting out why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4): If the notice concerns aggregated transactions, an explanation of the basis for aggregation, with reference to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b): A summary of the transaction and the company’s rationale for undertaking it, including the items below. UKLR 7 Annex 2, 1.1 R (1): Full particulars of the transaction, including the name of the counterparty. UKLR 7 Annex 2, 1.1 R...

Checklist During any due diligence for buying investment property subject to leases, a purchaser must determine if any guarantees from previous tenants or guarantors continue to subsist. This Checklist, although not comprehensive, outlines essential actions and points for review to assess whether, in practice, a past tenant or guarantor retains ongoing liability in respect of breaches committed by the present tenant. The legal framework governing former tenants and guarantors varies according to whether the lease qualifies as a new tenancy or an old tenancy for the purposes of section 1 of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995), as applicable. Leases granted on or after 1 January 1996 are treated as new tenancies, save for: leases granted pursuant to an agreement for lease or a court order made before that date leases granted pursuant to an option or a right of first refusal conferred prior to that date, and overriding leases granted pursuant to section 19 of the Landlord and Tenant...

Laudamotion GmbH v flightright GmbH, Case C-474/22, ECLI-EU-C-2024-73 What are the practical implications of this case? In Laudamotion GmbH v flightright GmbH (Case C-474/22; ECLI-EU-C-2024-73), the consequences for air passengers covered by Regulation (EC) No 261/2004, the Air Passenger Rights Regulation (the ‘Regulation’), are far-reaching. Air passengers often find themselves already informed that a flight will run three hours late. Such delays are routine within aviation and may stem from technical problems with the aeroplane, strikes, or any other cause. When, because of that known delay, an air passenger no longer wishes to travel—whether because they know they will miss their meeting, as occurred in the dispute, or for any other reason—it is perfectly ordinary for them not to go to the gate to check in; and, where the delay is flagged much sooner, not even to set off for the airport for a flight they do not plan to take. The practical stakes for those within the scope of the Regulation are therefore considerable. Such disruption may...

Verein für Konsumenteninformation v Koninklijke Luchtvaart Maatschappij NV., Case C-45/24, ECLI:EU:C:2026:2 What are the practical implications of this case? Up to now, airlines have typically maintained that when a ticket is refunded owing to a cancellation or a delay exceeding five hours, any commission levied by an intermediary, such as a travel agent at the time of booking, falls outside the reimbursable sum. Carriers generally do not know the commission figure and do not receive it as part of the fare revenue. Such commission is usually neither disclosed to the airline nor remitted with the ticket proceeds. This judgment confirms that, where a carrier is obliged to return the ticket price following a cancellation (or a long delay beyond five hours), the repayment must also cover the intermediary’s commission, even if the carrier does not know the amount involved. That position holds irrespective of the carrier’s knowledge of the figure at any point. As a result of this outcome, airlines will need to liaise with agents to determine...

Cobult UG v TAP Air Portugal SA, Case C-76/23, ECLI-EU-C-2024-253 What are the practical implications of this case? This ruling permits carriers that had not previously offered travel vouchers as an alternative to monetary compensation to introduce them, on condition that passengers are provided with clear, transparent details, in plain and accessible terms, about the alternative reimbursement options available, and that the passenger is aware of the choices and gives informed consent to accepting travel vouchers in place of a cash payment. It also establishes that a passenger’s completion of an online form fulfils the requirement for a ‘signed agreement’ to be obtained in order to refund the price of the ticket by way of travel vouchers. Informed consent is not achieved where reimbursement is linked to: ambiguous or incomplete information; information expressed in a language not understood by the passenger; or the passenger having to take extra steps to obtain one form of reimbursement over another. Carriers...

Note From 1 January 2026, the Commercial Court and the London Commercial Court are running a pilot under CPR PD 51ZH. By default, specified materials used in public hearings—such as witness statements and skeleton arguments—will be accessible to the public. Practitioners issuing applications in these courts should acquaint themselves with the pilot and take suitable measures to safeguard clients when drafting any impacted documents. For further direction, see Practice Note: Non-party access to court documents and information in civil proceedings. This Practice Note explains how to complete an application notice using form N244(CC) for proceedings in the Commercial Court. For broader guidance on applications, refer to the following Practice Notes: How to make an application for a court order (CPR 23) Making an application in the Commercial Courts Form N244(CC) In civil proceedings, applications are ordinarily made by application notice—see Practice Note: Informal applications for when the court may allow an application without one. In most courts, the standard application...

This Practice Note highlights the principal points to weigh up when acting for an outgoing tenant and advising on the assignment of a rack rent (occupational) commercial lease. See also Practice Note: Transferring commercial property—a practical guide, together with the Assignment of a rack rent lease (assignor)—checklist. Is the landlord’s consent required to the assignment? Carry out the following checks in sequence, in particular: Carefully scrutinise the lease terms, together with any deeds of variation and, where necessary, any other supplemental documents. If the lease is registered and contains HM Land Registry prescribed clauses, the register will confirm whether or not the lease includes provisions that restrict or prohibit dispositions, as shown by clause LR8 of the lease. Consider whether a restriction has been entered on the title expressly barring assignment without the landlord’s consent. Where relevant, review any superior lease carefully to establish if assignment is constrained—for example, a prohibition on assigning an underlease without consent...

Introduction This Practice Note is part of our LLB Contract Law suite, aimed at students. In contract law, a vitiating factor is something that damages the legal validity of the consent needed for a binding agreement. One such factor is misrepresentation, where one party makes a false statement to another. This Practice Note outlines misrepresentation in English contract law, showing how inaccurate pre-contract statements undermine real consent and render contracts voidable rather than void. It sets out the elements of an actionable claim (a false statement of fact or law, inducement and attribution), separates fraudulent, negligent and innocent misrepresentation, and reviews the key cases alongside the Misrepresentation Act 1967. Particular emphasis is placed on remedies, especially rescission and damages, and on the equitable bars to rescission (affirmation, lapse of time, impossibility of restitution, third-party rights and judicial discretion). Throughout, it brings together judicial reasoning, policy considerations and exam-focused guidance, illustrating how modern case law balances fairness to the misled party with certainty in commercial transactions. Overview Definition and...

The Schedule 1 Definitions 1.1 In this Schedule: Adequate Procedures – must be interpreted in line with BA 2010 and any guidance issued under it; Associated Person – means any or all of: (a) the officers, employees, agents, subcontractors, subsidiaries, and individuals Associated With a party (Associates); and (b) persons Associated With any of those Associates, in every instance engaged in carrying out services for, or on behalf of, that party, the Services, and/or this Agreement; and Associated With – where used: (a) in paragraph 2 and in relation to bribery, is to be construed in accordance with BA 2010 and guidance issued under it; (b) in paragraph 4 and regarding the facilitation of tax evasion, is to be construed in accordance with Part 3 of CFA 2017 and guidance issued under it; (c) in paragraph 5 and as regards fraud, is to be construed in accordance with Part 5 of ECCTA 2023 and guidance issued under it; BA 2010 – means the...

1 Definitions and interpretation 1.1 Within these Conditions, the terms below shall have the following meanings: Adequate Procedures – to be interpreted in accordance with BA 2010 and the guidance issued under it; Affiliate – any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, another entity; Applicable Law – all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding effect, whether local or national [ or international in any relevant jurisdiction ]; Associated Person – means any or all of: (a) a party’s officers, employees, agents, subcontractors, subsidiaries, and persons Associated With that party (the Associates); and (b) persons Associated With any of the Associates, in each case engaged in performing services for or on behalf of that party, the Services and/or the Contract; Associated With – when used: (a) in clause 10 and in respect of bribery, shall be read in accordance with BA 2010 and the guidance published under it; (b)...

This Agreement is dated [ insert date ] and is made between 1 [ insert name of customer ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is situated at ] [ insert address ] (Customer); and 2 [ insert name of manufacturer ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is situated at ] [ insert address ] (Manufacturer), each of the Customer and the Manufacturer being a party, and the Customer and the Manufacturer are jointly the parties. Background: (A) The Customer Group [ manufactures, distributes and sells [ insert ] ]. (B) The Manufacturer possesses the facilities, production capacity, technical expertise, personnel, skills and experience to produce the Product. (C) The Customer intends to purchase, and the Manufacturer intends to manufacture and sell to the Customer, the Product on the terms and...

Section 17 of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) provides that: (1) This provision applies where a person (“the former tenant”) has, as a consequence of an assignment, ceased to be the tenant under a tenancy, but either: namely that (a) in the context of a new tenancy, has, under an authorised guarantee agreement, guaranteed his assignee’s performance of a tenant covenant of that tenancy under which any fixed charge is payable; or (b) in relation to any tenancy, still remains obliged by that covenant under that tenancy, notwithstanding assignment...

Section 7 of the Bribery Act 2010 (BA 2010) provides: (1) A relevant commercial organisation (“C”) is guilty of an offence under this section if a person (“A”) associated with C offers a bribe to another person with the intention of: (a) securing or retaining business for C; or (b) securing or retaining an advantage in the conduct of C’s business. (2) However, it is a defence for C to prove that it had in place adequate procedures devised to prevent persons associated with C from carrying out such conduct. BA 2010, s 8 defines an associated person: (1) For the purposes of section 7, a person (“A”) is associated with C if (disregarding any bribe under consideration) A is a person who performs services for or on behalf of C. (2) The capacity in which A performs services for or on behalf of C does not matter. (3) Accordingly A may (for example) be C’s...

The Commercial Rent (Coronavirus) Act 2022 (CR(C)A 2022) applies to ‘protected rent debts’ which are, broadly: amounts for rent, service charges, interest and value added tax (VAT) payable under a tenancy to which Part II of the Landlord and Tenant Act 1954 (LTA 1954, s 23) applies (including where contracted out), provided that: all or part of the business or the premises were required by coronavirus (COVID-19) regulations to close; and the sums relate to the ‘protected period’, running from 21 March 2020 until the earlier of: the final day the business or premises had to close, or were subject to regulation governing the way the business operated or the use of the premises; and in England, 18 July 2021, and in Wales, 7 August 2021 Accordingly, it is important to determine whether a private education facility falls within the scope of the LTA 1954—which depends on the tenancy satisfying...