Points of dispute meaning

This Checklist sets out the key points to consider when advising a prospective claimant on a potential breach of warranty claim arising from a share purchase agreement (SPA). The same broad approach will apply to an asset purchase agreement (APA). For additional guidance on breach of warranty claims, see the related content links on the right-hand side. Read this Checklist together with Practice Note: Starting an SPA breach of warranty claim—a practical guide... Action Comments Review the SPA Check the: governing/choice of law provisions — is the agreement governed by English law? jurisdiction provisions — do the English courts have jurisdiction? warranty provisions and warranty limitation provisions — does the issue fall within the warranties and are you within the time limit to bring a breach of warranty claim? Note all deadlines in the agreement that could be relevant to any potential warranty claim... Review the disclosure letter Confirm that the issue has not been disclosed against...

Created in collaboration with 4 Pump Court. This Checklist highlights several principal matters a responding party ought to review on receiving a Notice of Adjudication. That review includes assessing whether grounds exist for a jurisdictional objection—if they do, the responding party must take particular actions so as not to forfeit its ability to advance the objection (either within the adjudication or later at enforcement). Further direction on jurisdiction can be found in Practice Notes: Grounds for a jurisdictional challenge in an adjudication and Making a jurisdictional challenge. Are there possible grounds to dispute the adjudicator’s jurisdiction? Initial points to consider include: the contract: is there a contract between the parties to the adjudication and has it been properly identified in the Notice of Adjudication? See Practice Note: The Notice of Adjudication (What should the Notice of Adjudication contain?) have the correct contracting parties been stated in the Notice of Adjudication? entitlement to adjudicate: ...

This Checklist sets out the trigger points and timescales for serving a landlord’s certificate and a former landlord’s certificate under the Building Safety Act 2022 (BSA 2022), together with the consequences of failing to meet the relevant statutory duties. For full guidance, see Practice Notes: Building Safety Act 2022—landlord’s certificate Building Safety Act 2022—landlord and tenant issues In England, the prescribed requirements for landlord’s certificates are contained in the Building Safety (Leaseholder Protections) (England) Regulations 2022, SI 2022/711, regs 1 and 6, as amended from 5 August 2023 by the Building Safety (Leaseholder Protections etc) (England) (Amendment) Regulations 2023, SI 2023/895, regs 10, 11 and 13. All references to SI 2022/711 are, accordingly, to those regulations as amended. Trigger events and timing Has the current landlord (as described in SI 2022/711, reg 1(3) as the ‘person who is the landlord under a lease of premises in a relevant building’) implemented a process to ensure a landlord’s certificate is supplied...

Practice Note: Contract interpretation—distinguishing between liquidated damages and penalty clauses As highlighted in this Practice Note, working out whether a liquidated damages provision will be struck down as a penalty is seldom straightforward and often demands careful judgment. Although each dispute turns on the court’s construction of the contract, there are several points to weigh when examining the ambit of a supposed liquidated damages term and its potential exposure to a penalty challenge, both in substance and effect. When you are drafting such a clause, it is vital to keep these considerations in view, and to think about how it sits alongside connected provisions, including any related terms that operate with it. See: Drafting and negotiating a liquidated damages clause—checklist Precedent: Liquidated damages clause For targeted analysis of the way authorities have treated provisions in commercial agreements that stipulate ‘default interest’, see the following materials: Penalty interest rates in commercial contracts Contract interpretation—distinguishing between liquidated damages and penalty...

On 2 June 2025, the CJC released its concluding report on the examination of litigation funding. You can access the report here: Review of Litigation Funding Final Report. Purpose of the review The review was initiated in response to the Supreme Court’s ruling in PACCAR v Competition Appeal Tribunal [2023] UKSC 28, which determined that some third-party litigation funding agreements (LFAs) were, in substance, damages-based agreements (DBAs), thereby calling their enforceability into question. The Government asked the CJC to advise on several matters, including: the implications of the PACCAR v Competition Appeal Tribunal [2023] UKSC 28 ruling the broader framework for the regulation of litigation funding the effectiveness and operation of current funding mechanisms in practice potential reforms to the litigation funding regime as a whole Final recommendations Responding to these issues, the report sets out 58 recommendations for litigation funding, aimed at enhancing effective access to justice, ensuring fair and proportionate regulation of third-party litigation funding,...

Original News Anderson v HMRC [2016] UKFTT 0565 (TC) What was the case about? In his tax return, Mr Anderson sought £3m of relief under sections 64 and 72 ITA 2007, claiming losses from trading activities labelled ‘football development’. He had put funds into the Bafana soccer academy in South Africa, created to cultivate emerging football talent and generate income through the profitable transfer of successful players. HMRC issued a discovery assessment, asserting the losses did not stem from a trade conducted on a commercial basis with a view to profit, and that the predominant purpose of the activity was to secure a tax advantage. Why did the appellant dispute the validity of the discovery assessment? The appellant’s central challenge was that there had been no ‘discovery’. At the point the assessment was raised, HMRC, he said, lacked reasonable grounds to believe Mr Anderson had been under-assessed, as it did not possess adequate information to support such a conclusion at the relevant time. In particular, the...

Original news MT Højgaard a/s v EON Climate and Renewables UK Robin Rigg East Ltd and another [2015] EWCA Civ 407 The parties entered into a contract for the design and installation of offshore wind turbines. Defects arose in the foundations, prompting a dispute over who should bear the cost of remedial works. At first instance, the judge decided the claimant contractor had breached a warranty that the foundations would provide a 20‑year service life, but had not breached other clauses alleged by the defendant employers. The Court of Appeal, Civil Division, allowed the claimant’s appeal, finding there was no such warranty. The defendants’ cross‑appeal also succeeded, as the claimant had failed to comply with a provision concerning testing of the designs. What was this case about? The dispute centres on a specific design issue of fundamental concern to the various stakeholders involved in the design and construction of offshore wind farms. For context, it is helpful to grasp the technical set‑up—an offshore wind farm is, in...

This Practice Note sets out the particular rules governing VAT on costs that fall to be the subject of either summary or detailed assessment before the High Court. The applicable provisions are contained in CPR PD 44. Entitlement to This is addressed at CPR PD 44, para 2.3 through to CPR PD 44, para 2.6. The party seeking recovery of costs bears responsibility for ensuring that VAT is claimed only if, and only to the extent that, it cannot recover from HMRC the VAT it has incurred (CPR PD 44, para 2.4). if the VAT is recoverable from HMRC, it should not be included in a claim for costs if only a proportion of the VAT is recoverable from HMRC, include only that proportion which is not recoverable from HMRC in the claim for costs The legal adviser’s VAT registration number must appear in a prominent position at the head of every statement, bill of costs, fee sheet, account or voucher...

This Practice Note sets out how to initiate arbitration under the 2021 International Chamber of Commerce (ICC) Rules of Arbitration (ICC Rules). The ICC Rules govern any ICC arbitrations begun on or after 1 January 2021, unless the parties expressly agree that an earlier version will apply. For an overview of the 2021 ICC Rules, see Practice Note: ICC (2021)—introduction to the ICC and arbitration under the ICC Rules. For guidance on the 2017 and 2012 ICC Rules, see: ICC arbitration—overview. Prior to commencing an arbitration pursuant to the ICC Rules When a dispute arises, it is crucial for parties and their advisers to check the dispute resolution clause in the relevant contract. If it provides for arbitration under the ICC Rules, at the outset the parties should consider, among other points: any limitation period (whether contractual or statutory) by which the arbitration must be commenced. For more detail under English and Welsh law, see Practice Note: Limitation periods in arbitration (England & Wales) ...

This Practice Note This Practice Note offers a summary of the categories of parties that may take part in litigation in England and Wales, whether as claimants or defendants, together with the principal procedural matters and practical points their legal advisers should consider. It outlines who may sue or be sued and the implications for case management and strategy. Corporations Partnerships Sole traders Unincorporated associations Children Insolvent individuals or companies Groups The estate of a deceased party Litigants in person It is crucial that party status aligns with the issues to be determined. In Haque (representative/member of Muttahida Quami Movement Pakistan unincorporated association) v Hussain, the defendants were sued as trustees but advanced a defence which the court held could be pursued only in their capacity as members of an unincorporated association, not as trustees. At [27], the judge noted that, in principle, the active defendants should have recognised this within stage one of the...

General points Application notice (Form N244) Application notice—Commercial Court (Form N244(CC)) (Word) These Drafting Notes explain how to complete an application for a letter of request to obtain evidence under CPR 34.13, and should be read alongside Practice Note: Cross border evidence—requests to a foreign court for assistance. In some cases, the country where the evidence is sought will be a contracting state to the Hague Evidence Convention, in which event additional considerations arise. To check whether the country is a contracting state, see: Cross-border evidence—which evidence regime applies?—checklist. The application is made on form N244 and must be issued: (a) in the High Court, King’s Bench Division (CPR 34.13(1A))—irrespective of the division or court handling the underlying matter; this also includes applications for evidence needed for County Court or tribunal proceedings (CPR 34.13(3)); and (b) in accordance with CPR 23. Court details Complete the top of the form with the details of the court proceedings. These can be obtained...

ARCHIVED This Precedent is archived and no longer maintained. It, together with its drafting notes, may still be used for proceedings begun in the courts of England and Wales at any time, provided the related case in an EU Member State court was issued on or before 31 December 2020 and the transitional jurisdiction provisions in Articles 67 or 69 of the Withdrawal Agreement are satisfied. For guidance on whether Brussels I (recast) applies, see Practice Note: Brussels I (recast)—application to the UK post IP completion day (jurisdiction) [Archived]. Related precedents For a supporting witness statement, see Precedent: Witness statement in support of application for stay under art 30 of recast Brussels Regulation. For draft orders, see: Court order for an application to stay proceedings under art 30(1) of Brussels I (recast) or Court order for an application to stay proceedings under art 30(2) of Brussels I (recast). General points The application should be brought within the period allowed by...

ARCHIVED: This precedent is based on the part 36 provisions in force prior to 1 april 2013. It is therefore for historical purposes only. Private & confidential [ insert name and address of addressee ] [ insert date ] Dear [ insert name of client – Defendant ] [ insert case heading ] Further to our discussion [ insert when you had the discussion, ], I have now received a Part 36 offer to settle from [ insert name of claimant ], and enclose a copy. To assist your decision on whether to accept, I have outlined what a Part 36 offer involves, what the claimant proposes to you, and the potential outcomes of accepting or declining the offer. [ I am, of course, pleased to go over these points again if that would help. ] Please note that the court will not be informed of the existence or terms of this offer until the claim has concluded, so it will not...

CPR 31.10 contains provisions for the disclosure of documents by way of a list. Obligations to disclose continue until the case is concluded. If additional documents are discovered after a list has been served, a supplementary list must be provided (CPR PD 31A, para 3.3). For broader guidance on disclosure, see Practice Notes: Disclosure under CPR 31—introduction and Disclosure—standard disclosure and the reasonable search. When issuing directions, the court will fix the deadline by which the list must be served on the other party. CPR 31.21: a party cannot rely on a document it has not disclosed unless the court grants permission. CPR 32.10 (witness statements) and CPR 35.13 (experts’ reports) are framed so that, upon default, court permission is required to adduce or rely on that evidence. This points to an application for permission, rather than an application for relief from sanctions, being the more suitable course where these kinds of breaches arise...