Preferred return meaning

Background A verbal lending arrangement from June 2018 lies at the centre of the dispute. Southgate maintained he advanced 144 ETH—then worth roughly £50,000—to Graham, with a 10% uplift to be repaid. Graham argued the loan was for £50,000 in sterling, with ETH used merely as the vehicle for the transaction. When Graham did not repay the full amount, Southgate sought specific performance, requiring Graham to obtain and return the requisite ETH, or alternatively to pay damages equal to its value... County Court judgment and appeal The County Court preferred Southgate’s interpretation, concluding the agreement obliged repayment of 144 ETH plus 10% (158.4 ETH). As Graham had already paid the fiat equivalent of 42.7 ETH, 115.7 ETH remained outstanding. However, the court declined to order specific performance, citing the potential hardship of acquiring the remaining ETH and noting it ‘would do no more than set up [Graham] to fail’, since by judgment the fiat value of 115.7 ETH had reportedly risen to about £350,000. Instead, the court...

This playbook provides guidance for drafting and negotiating an agreement for the supply of goods from a pro-supplier perspective It sets out preferred stances and fallbacks for the clauses most frequently negotiated. While comprehensive, it will not cover every matter that may emerge in a specific deal. Suitable for supplier counsel, whether in-house or private practice, it should be tailored to address client-specific points and to protect the client fully. The risk profile indicated may vary by client. For a template agreement, on which this playbook is based, see Precedent: Supply of goods agreement—pro-supplier. For a pro-customer template supply of goods agreement, see Precedent: Supply of goods agreement—pro-customer. For a balanced short form supply of goods agreement, see Precedent: Supply of goods agreement—short form. For further information on drafting contracts for the supply of goods, see Practice Note: Contracts for the sale and supply of goods—business to business and Drafting terms for the sale of goods—business to business—checklist. Definitions cited...

In both corporate and personal insolvency, office-holders chiefly gather the company’s or individual’s assets, realise them and distribute the proceeds to creditors in accordance with the statutory waterfall. For more detail, consult the following Practice Notes: Waterfall of payments—a comparative guide Waterfall of payments in administration Waterfall of payments in liquidation Waterfall of payments in bankruptcy Waterfall of payments in administrative receivership Pari passu distribution Pari passu, a Latin term, translates as ‘with an equal step’ or ‘on equal footing’. In insolvency, it captures the principle of proportionality and is used to describe how creditors are treated relative to one another. Where claims rank ‘pari passu’, all creditors within the same class are paid alike, with no one preferred. If funds are insufficient to satisfy debts in full, distributions are made pro rata on a pari passu basis, so each receives a proportionate return. For instance, unsecured creditors (ie creditors in the same category) might receive 10p...

The Protocol (2019) presents the Law Society’s preferred approach for residential conveyancing matters. Its purpose is to streamline and standardise the residential conveyancing process. The Protocol has two components: the general solicitor obligations the Protocol framework Further detail is set out below. Which transactions does the Protocol apply to? The Protocol is designed for residential sale and purchase transactions involving an owner occupier. It is assumed that the buyer’s and seller’s solicitors will also represent their clients’ respective lenders. It is not intended for the purchase of new build homes. Solicitors accredited under the Conveyancing Quality Scheme (CQS) must follow the Protocol, subject to certain exceptions, such as client instructions and changes in the law. Conveyancers who are not CQS accredited are not required to use the Protocol, although it is regarded as best practice. Ideally, both parties to a transaction will agree to adopt the Protocol, but one party may still use it even if the other has not agreed...

Articles of Association for [ insert name of company ] Limited (Incorporated in England and Wales under registration number [ insert number ]) (Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on...

Companies Act 2006: Private Company Limited by Shares — Articles of Association of [ insert name of company ] Limited (Incorporated in England and Wales under registered no. [ insert number ]) (Adopted by special resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Company adopts the Model Articles except to the extent that these Articles amend, disapply or conflict with them. Subject to any such amendments, exclusions or inconsistencies, the Model Articles together with these Articles comprise the Company’s articles of association, to the exclusion of any other articles or regulations contained in any Act, statutory instrument or other subordinate legislation. 1.2 The entirety of the following Model Articles shall not apply to the Company: 11(2) (quorum for directors’ meetings) 12 (chairing of directors’ meetings) 13 (casting vote) 14(1)–(5) (conflicts of interest) 21 (all shares to be fully paid up) 26(5) (share transfers) 30(5)–(7) (procedure for declaring dividends) ...