Crystallisation meaning

This checklist sets out the factors to consider when a company is proposing to grant a floating charge. This checklist proceeds on the basis that an English or Welsh company will grant a floating charge to a lender situated in England or Wales. The company granting the floating charge is the ‘chargor’. The entity receiving the floating charge is the ‘chargee’. The document recording the floating charge is the ‘security document’. For detailed guidance on the nature of floating charges and how they differ from fixed charges, see Practice Note: Fixed and floating charges. For the advantages and disadvantages of taking a floating charge, see Practice Note: Floating charges—advantages and disadvantages. For in-depth considerations when taking a floating charge, see Practice Note: Floating charges. A floating charge may form part of the security package created by a debenture—see Practice Note: Key features of debentures. Debentures typically also include other security interests, such as mortgages, assignments and fixed charges. A floating...

This checklist flags matters often needing attention before a party refers a dispute to adjudication. It also points to detailed, in-depth guidance on the various topics and identifies the relevant provisions of the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) where appropriate, as well. Legal matters Confirm there is a lawful basis to refer the dispute to adjudication, including whether it has crystallised and falls within the class of disputes that may properly be adjudicated. Entitlement to refer a dispute to adjudication The referring party must hold a legal entitlement to refer a dispute to adjudication. That entitlement may arise under statute, under the contract, or by an ad hoc agreement between the parties. Accordingly, consider the following: Is there a statutory right—does the parties’ contract meet the definition of ‘construction contract’ under HGCRA 1996, s 104 and is it not otherwise excluded from its scope? See Practice Note: What is a construction contract under the...

Original news Mr R (CAS-54306-K6B1) – 26 October 2024. Summary The Pensions Ombudsman dismissed a complaint concerning a scheme’s delay in crystallising pension benefits during a transfer, which the member argued caused higher-rate tax on future withdrawals and used more of his lifetime allowance than would otherwise have been necessary. Although the delay was held to be maladministration, responsibility for tax liabilities arising from subsequent crystallisation events did not fall on either the transferring or the receiving scheme. In addition, any loss he said he suffered was offset by growth in his fund over the period, which produced a larger tax-free lump sum and, in total, a lower tax bill. This decision is a reminder that a professional will not be accountable for every loss flowing from a breach of duty... What were the facts? ...

Murnells London Ltd v Christopher Beale [2025] EWHC 2651 (TCC) What was the background? The claimant, Murnells London Ltd (MLL), brought Part 7 enforcement proceedings and sought summary judgment to give effect to an adjudication decision awarding £365,332.97 plus interest against Christopher Beale in relation to renovation works at his property. Following a tender by ‘Murnells Ltd’ (ML), now in administration, the defendant and ML signed a letter of intent dated 9 June 2023 naming ML as contractor. Thereafter, successive versions of a full construction contract were executed. Despite the letter of intent identifying ML, every signed iteration of the contract named Murnells London Limited (MLL), rather than ML, as contractor. Works progressed and extensions of time were requested. A Non-Completion Certificate was issued on 18 November 2024, followed on 26 November 2024 by the defendant’s contractual termination letter to MLL alleging repudiatory breach of contract. MLL asserted that the termination was unlawful and itself amounted to a repudiation of the contract. A termination account was issued on...

Original news Saw (SW) 2010 Ltd and another v Wilson and others (as joint administrators of Property Edge Lettings Ltd) and another [2017] EWCA Civ 1001 What was the background to the appeal? In December 2007, SAW (SW) 2010 Limited (AW), one of the appellants and both a shareholder in and creditor of Property Edge Lettings Limited (the company), granted the company a long lease of a residential apartment block in Exeter known as Bartholomew House. On 18 December 2007, Capital Homes Loans Limited (CHL) advanced a £1.25m buy-to-let loan to the company, secured by six fixed charges, in materially the same form, over each flat within Bartholomew House (the CHL charge). The CHL charge also imposed a fixed charge over rental income from the flats and a floating charge over the remainder of the company’s undertaking, property and assets. Clause 4.2 of the mortgage conditions incorporated into the CHL charge prohibited the creation of any security interest over the charged property without CHL’s consent. Clause 9.2 provided...

This Practice Note outlines key authorities on whether a dispute can be referred to adjudication—including whether the dispute has crystallised, is a single dispute, or has already been determined or settled. We recommend first reviewing Practice Note: Adjudication—is there a ‘dispute’?, which sets out the relevant principles. Crystallised dispute For guidance on the requirement that a dispute must have crystallised, see Practice Note: Adjudication—is there a ‘dispute’? (Crystallised dispute). Guiding principles Case law offering general guidelines or summaries of the law includes the following: the court in AMEC v Secretary for Transport identified seven guiding propositions on what a crystallised dispute entails, including: The word “dispute”, found in many arbitration clauses and in s 108 of the Housing Grants Act, carries its ordinary meaning; it is not endowed with any special or technical meaning by lawyers. Despite the apparent simplicity of the term “dispute”, there has been extensive litigation about whether disputes existed on particular facts. That litigation has not produced hard-edged...

Practice Note This Practice Note sets out the principal drafting, negotiating and legal considerations for a typical bilateral debenture issued for a particular deal with a single security provider. It is equally applicable to syndicated and all monies debentures, and to arrangements involving several security providers. Here, the security provider is called the Chargor and the secured party the Lender. It also signposts answers to commonly asked questions. A debenture is commonly used when the lender seeks security over a company’s entire asset base. For introductory guidance on debentures—what a debenture entails and who may grant one—see Practice Note: Key features of debentures. For broader guidance on preparing and negotiating security documents, including selecting an appropriate precedent and early-stage considerations, see Practice Note: How to draft and negotiate security documents in loan transactions. Debentures vary in structure, yet they tend to share similar provisions and usually adopt a common core format. For ease of use, the corresponding clause references are included in our Debenture: single company chargor—bilateral—specific monies. This...

What are conditions precedent? In finance deals, conditions precedent (CPs) are the requirements a borrower must satisfy: typically before it may submit a utilisation (drawdown) request; and before the lender is obliged to release the funds. They are set out in the facility agreement, which commonly requires each CP to be in a form and substance satisfactory to the lender. In real estate investment finance, property‑specific CPs aim to assure the lender that: it will obtain a first legal charge over the property; and the property is acceptable security for the loan. For more detail, see Practice Notes: Real estate finance—conditions precedent and the mechanics of drawdown in development facilities and Real estate finance—conditions precedent and the mechanics of drawdown in investment facilities. What are the usual property specific CPs? A satisfactory certificate of title or report on title The lender will require property due diligence to confirm that the borrower will...

This Deed is dated [ insert date ] 20[ insert year ] Parties [ Insert name of Chargor ], a company registered in England and Wales (number [ insert company number ]) whose registered office is at [ insert address ] (the Chargor); and [ insert name of Lender ] of [ insert address ] (the Lender). Recitals The Lender makes facilities available to the Chargor under various finance arrangements. The availability of those facilities is conditional upon the Chargor entering into this Deed in favour of the Lender...

This Deed is dated [ insert day and month ] 20[ insert year ] Parties THE COMPANIES named in Schedule 1 (each, a Chargor, and collectively, the Chargors); and [ insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the Security Agent). Recitals The Finance Parties have consented to provide loan facilities in accordance with the terms and conditions described in the Facilities Agreement (as defined below). A condition precedent to the availability of those loan facilities is that each Chargor executes this Deed to grant security in favour of the Security Agent for the Secured Obligations (as defined below)...

This Deed is dated [ insert date ] 20[ insert year ]... Parties [ Insert name of Chargor ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Chargor); and [ insert name of Lender ] of [ insert address ] (the Lender ). Recitals The Lender has agreed to make a loan facility available to the Chargor on the terms and conditions set out in the Facility Agreement (as defined below). As a condition precedent to the availability of that loan facility, the Chargor must enter into this Deed to provide security in favour of the Lender in respect of the Secured Obligations (as defined below)...