Consideration meaning

Checklist This Checklist outlines the IP matters that commonly require attention when drafting share purchase agreements (SPAs). It also considers points to address when carrying out the related IP due diligence and structuring around such transactions. For information on the corporate elements of these deals, see: Share purchase agreement—overview. For guidance on key provisions and issues relating to IP in the context of a share purchase, see Practice Note: IP issues to consider in share purchase contracts. For information about IP due diligence, see: Precedent: IP due diligence questionnaire; and Checklist: Intellectual property due diligence in share purchase transactions—checklist This Checklist covers technology only to a limited degree. If IT represents a principal asset of the target company, more detailed warranties should be included in respect of, eg, IT systems and core software...

Procedural Guide: Applications for Child Arrangements Orders under section 8 Children Act 1989 This Procedural Guide outlines the procedural steps for applying under section 8 of the Children Act 1989 (ChA 1989) for a child arrangements order (CAO). It covers eligibility to apply, pre-action obligations including attendance at a mediation information and assessment meeting (MIAM), the court’s guiding principles, and provisions for non-court dispute resolution (NCDR). It also addresses service requirements and the criteria for without notice (ex parte) applications. Allocation, gatekeeping and safeguarding processes are explained, together with what may occur at the first hearing dispute resolution appointment (FHDRA) and the dispute resolution appointment (DRA), as well as the approach to fact-finding hearings, vulnerable witnesses and the final hearing. A CAO is one of the orders available to the court under ChA 1989, s 8. It is an order concerning: with whom a child is to live, spend time or otherwise have contact, and when a child is to live, spend time or...

This Checklist on making a Part 36 offer identifies the key factors that should be considered when drafting a Part 36 offer. Consideration What a Part 36 offer can be made in relation to You may frame a Part 36 offer to cover the entirety of the claim, a defined part, or a particular issue. It can likewise address a counterclaim or any additional claim, and it may extend to an appeal or cross-appeal arising from a trial judgment. However, a Part 36 offer is not available for an appeal against an interlocutory ruling. Guidance When to make a Part 36 offer An offer under Part 36 can be served at any point, whether before proceedings are issued or once they are underway (CPR 36.7(1)). Where a matter proceeds to appeal, a new Part 36 offer should be advanced because the Part 36 consequences attach only to the costs of the proceedings in which the offer is made, and do not extend to the...

This Checklist is intended for situations where: a leasehold property is being purchased and the tenant (or a predecessor in title) entered into an agreement for lease prior to completion of the lease; or a reversionary interest is being bought and the reversioner (or a predecessor in title) entered into an agreement for lease before completion of an existing occupational lease, or an agreement for lease remains in place pending completion of a lease. In each case, the agreement for lease predates completion of the relevant lease. You should confirm whether any outstanding or continuing obligations in the agreement for lease (eg to rectify defects or undertake works) will bind the purchaser. Any surviving obligations that bind successors in title could adversely affect the property’s investment value. Note that this Checklist is not comprehensive and, depending on the nature of the transaction, other issues may arise from the agreement for lease and require consideration. This Checklist also does not address limitation periods...

These Flowcharts These Flowcharts offer direction on the proper method for completing the parts of a stock transfer form that address consideration, stamp duty certification, and execution. They are included within an annotated stock transfer form, which clearly sets out instructions explaining how its sections should be properly filled in...

This Flowchart This Flowchart helps determine the appropriate rate of stamp duty land tax (SDLT) for the transaction in question. Different SDLT rates may apply to purchases depending on the property type (residential, non-residential (commercial property), or mixed-use property). Use this Flowchart in conjunction with Practice Note: Rates of SDLT. This Flowchart proceeds on the basis that: the buyer is acquiring a single property and the purchase is not linked with any other transaction. For further detail on linked transactions, see Practice Note: SDLT chargeable consideration—Linked transactions no relief from SDLT applies to the transaction...

Re an application by RM (a person under disability) by SM, (his father and next friend) for Judicial Review (Northern Ireland); Re an application by RM (a person under disability) by SM, (his father and next friend) for Judicial Review (Northern Ireland) No 2 [2024] UKSC 7 What are the practical implications of this case? This judgment clarifies how the rules on discharging a mentally disordered patient compulsorily detained for medical treatment operate, and how they interrelate with provisions on leave of absence. The Supreme Court’s conclusions will assist practitioners working with the Mental Health (Northern Ireland) Order 1986 (the 1986 Order), SI 1986/596, and the MeHA 1983. It confirms that, despite differing wording, the detention standard under the 1986 Order aligns with that in the MeHA 1983: the decisive threshold is necessity. Accordingly, case law on the MeHA 1983 from England and Wales can usefully guide the consideration of issues concerning detention under the 1986 Order, SI 1986/596, and vice versa. This confirms that jurisprudence from England...

Thomas v Cheltenham Borough Council [2025] EWCA Civ 259 What are the practical implications of this case? This judgment will interest practitioners dealing with prior approval applications for electronic communication developments, and, more generally, those pursuing public law challenges about material considerations and appeals against High Court decisions. It reviews the Supreme Court's guidance in Friends of the Earth v Secretary of State for Transport [2021] UKSC 52 on three types of information that can amount to a material consideration. These include: information that legislation or policy, either expressly or by necessary implication, obliges the decision-maker to take into account or to ignore; and information that the decision-maker is entitled to consider where, in their own judgement and discretion, they regard it as appropriate. The judgment underlines that, within this third class, a decision-maker may choose not to refer to something others might regard as pertinent; yet, unless it was so plainly relevant that no rational decision-maker could have left it out of account, the omission to have regard...

The Prudential Assurance Company Ltd v HMRC [2024] EWCA Civ 300 The Prudential Assurance Company Ltd (Prudential) acted as the representative member of its VAT group. Another company in the group, Silverfleet Capital Ltd (SCL), executed an investment management services contract to provide services to Prudential. Under that contract, SCL was also eligible for a management fee and deferred performance fees once a specified hurdle rate was achieved. Under section 43 of the Value Added Tax Act 1994 (VATA 1994), no VAT was payable on the management fee because they were in the same VAT group. In 2007, SCL exited the VAT group. In 2014 and 2015, the triggers for paying the further deferred performance fee were satisfied and SCL invoiced Prudential for over £9m in total. The question before the Court of Appeal was whether those additional performance fees ultimately constituted consideration for a supply made while both companies were members of the same VAT group or, alternatively, whether the services amounted to a continuous supply of services...

Practice Note This Practice Note explores what amounts to a protected disclosure for the whistleblowing protections in the Employment Rights Act 1996 (ERA 1996), into which the relevant provisions of the Public Interest Disclosure Act 1998 (PIDA 1998) have been incorporated. It addresses the general features of disclosures, when they qualify as qualifying disclosures, the need for a whistleblower to hold a reasonable belief that a relevant category of wrongdoing has occurred, and that the disclosure serves the public interest, where appropriate and necessary. It further considers when qualifying disclosures obtain protection and identifies the prescribed persons (people) to whom a disclosure may properly be directed. In addition, the Practice Note summarises the reporting obligations placed on certain prescribed persons to produce an annual written report concerning the workers’ disclosures received by them...

This Practice Note This Practice Note reviews employment law matters that can emerge in connection with volunteers and voluntary workers engaged in voluntary or charitable activity. It covers how volunteers are recruited (notably criminal record vetting and immigration considerations), arrangements made with volunteers, the national minimum wage, equality and banned conduct, data protection, and health and safety. In broad terms, a person is regarded as a volunteer where they are free from any duty to work but choose to carry out tasks without remuneration. In the absence of consideration, no binding contract can exist (whether of employment or worker status). That said, volunteers may have out-of-pocket expenses properly repaid without jeopardising their volunteer status. A volunteer may generally arrive and leave at their own discretion. Because volunteer positions are frequently loosely defined, if any form of consideration is identified, the role performed by the individual for the organisation may in fact amount to that of a ‘worker’ or an ‘employee’, thereby conferring statutory employment protections. In February 2026, the...

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...

This deed is dated the [ INSERT DAY ] of [ INSERT MONTH AND YEAR ]. Parties The persons whose particulars are set out in the Schedule (the Indemnifiers); and [ Insert names of the Joint Liquidators ] of [ insert name and address of the Joint Liquidators’ firm ] (the Joint Liquidators) BACKGROUND [ Insert name of the company ] (the Company) was incorporated in England and Wales under company number [ insert number ]. [ Insert names of the joint liquidators ] are to be appointed as Joint Liquidators of the Company (the Appointment) by the members via written resolution. In consideration of the Joint Liquidators accepting the Appointment, the Indemnifiers agree to indemnify the Joint Liquidators, together with the members and employees of the Joint Liquidators’ firm, in the manner set out herein...

Delete clause 3.6 of Precedent: Consultancy agreement—company and individual—pro-client and replace it with the following clauses 3.6 and 3.7: 3.6 How you organise your work is for you alone to determine, and you shall perform your duties as data protection officer (DPO) (as described in the Schedule) in an independent and self-directed manner at all times. You will not be given (and the Company [ and its Group Companies ] will not attempt to give you) any directions or instructions whatsoever concerning the performance or exercise of those duties. 3.7 Subject to clause 3.6, you shall give proper consideration to the reasonable requests of the [ Board OR Chief Executive ] from time to time and, where reasonably practicable, as appropriate, properly work and co-operate with any employee, worker, agent or other consultant of the Company [ or any Group Company ] in the provision and delivery of the Services. Insert the subsequent provisions in Precedent: Consultancy agreement—company and individual—pro-client as new clauses 3.14 and 3.15...

From: [ insert name of production company ] at [ insert address ] (the Producer) To: [ insert name ] at [ insert address ] (you) Date: [ date ] Dear [ insert name ] We write to record the agreement between you and the Producer for your services, which will be provided under the terms and conditions detailed below. In this letter, Personal Data refers to any details about a living person that enable identification, whether directly or indirectly, notably by reference to an identifier such as a name, an identification number, location data or an online identifier, or to one or more elements specific to that individual’s physical, physiological, genetic, mental, economic, cultural or social identity. 1 Engagement 1.1 The Producer retains you and, in consideration of the Producer’s undertakings set out in paragraph 3, you agree to supply the Producer with your services as a [ specify capacity ] (Services) in connection with [ insert name of production ] (the...

As a broad principle, obligation to observe or give due consideration to the Service Charge Statement rests solely with RICS members and firms regulated by RICS. Where neither the client nor its surveyors hold RICS regulation, they are under no duty to adhere to its requirements. As a practical reminder, solicitors who are not part of RICS do not have to comply with the Service Charge Statement; however, they ought to recognise that their RICS-registered clients, and/or any RICS-registered colleagues within their organisations, might still be required to comply with the Service Charge Statement...

Mary Ashley of 15 Old Square Higher SDLT rates apply where an individual buys a major interest in a single dwelling if conditions A–D are met at day‑end: A — consideration of £40,000 or more B — not subject to a lease with over 21 years unexpired C — purchaser owns another £40,000+ dwelling not so leased D — does not replace the only or main residence Dwelling includes a building or part used, suitable or being built/adapted as one dwelling, its gardens, grounds and benefiting land, and off‑plan contracts. Mixed‑use is excluded; no apportionment. As this freehold includes residential and non‑residential parts, it is mixed‑use, so the 3% surcharge should not arise. Sean Randall of Blick Rothenberg Limited The 3% applies to “higher rates transactions” in FA 2003, Sch 4ZA, paras 3–7, each requiring the main subject‑matter to consist of a major interest in at least one dwelling. The chargeable interest includes the first‑floor flat but does...

Electricity Act 1989 Section 10(1) of the Electricity Act 1989 (EA 1989) sets out two routes for electricity supply companies (being licence holders under the EA 1989) to secure rights over land. One route is compulsory purchase of the requisite land or interests under EA 1989, Sch 3. The alternative is obtaining a ‘necessary wayleave’, in accordance with EA 1989, Sch 4. For additional guidance, see Practice Note: Statutory wayleaves and rights of access. Compulsory acquisition Schedule 3 draws in, subject to important modifications, provisions contained in Part I of the Compulsory Purchase Act 1965...