Principals meaning

This Checklist This Checklist outlines the key matters a principal should weigh up when engaging a sales and marketing agent to sell and/or promote goods or services. It reviews relevant preliminary, commercial and legal points that principals may wish to tackle when both drafting and negotiating a sales and marketing agency agreement. It covers commercial agents under the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053 and the appointment of agents that are not commercial agents. For more guidance on appointing a sales and marketing agency, see Practice Note: How to appoint a sales and marketing agent...

For law firms For law firms, whether you are considering a merger, taking over another practice, disposing of the business or winding it up, the successor practice provisions are almost invariably engaged in such scenarios. You must give careful thought to these rules and their effect on the deal, at every stage, as outcomes are frequently truly surprising, costly and, in the end, can pose intolerable risks for either party or, indeed, both. Grasping the ramifications of your proposals is essential. When the parties collaborate, it is often feasible to reduce exposures enough and in good time to allow a deal to move forward that might otherwise collapse. As ever, knowledge is power. Seldom will buying any element of a legal practice not result in the purchaser becoming a successor practice—you are generally safest to presume that is so. Section 1 aims to outline circumstances in which a successor practice is liable to arise. If you think your arrangement can sidestep creating a successor practice, for example by taking...

A: Before you begin Before pursuing a merger, you and your law firm must hold a clear and candid view of your starting point—the firm’s current position, your strategic aims, and the capability to realise those aims. For further guidance, see Practice Note: Mergers—law firms. All principals should fully understand the: economics of your business, including sustainable profitability and cash flow funding requirements of the business risk and compliance framework and its track record Without such clarity, expectations may diverge and valuable time can be lost. This Checklist sets out the key issues to consider. It does not cover regulatory requirements, due diligence, warranties, deal structure and similar matters, which remain critical but will vary with the specifics of the transaction. The areas addressed here are those that, if tackled thoroughly, should give any law firm merger a significantly better chance of success...

Banking & Finance—October 2024 case round-up Brierley v Otuo and others [2024] EWHC 2549 (Ch) — Security: cost recovery on legal mortgages The court refused the mortgagee’s appeal against a 28 July 2023 order that barred recovery of sale and enforcement costs on specified properties. The decision followed the established rule on legal mortgages set out in Fisher & Lightwood’s Law of Mortgage (paragraph 55.6). Put simply, unless the mortgage contains an express term, there is no implied duty on the mortgagor to pay the mortgagee’s costs, charges and expenses, so they cannot be recovered from the mortgagor personally, save where personal liability has arisen in the particular case. Nevertheless, those costs are rolled into the secured indebtedness and, as against the mortgagor and anyone with an interest in the equity of redemption, they are treated as part of the amount owing under the security and must be satisfied as a condition of redemption......

The Software Incubator Ltd v Computer Associates UK Ltd Case C‑410/19 What are the practical implications of this case? The Court of Justice has issued the most recent ruling in a protracted dispute first considered by the High Court in 2016, arising out of an agreement that was terminated in 2013. The case will now return to the Supreme Court which, pursuant to Articles 86 and 89 of the UK/EU Withdrawal Agreement, is obliged to give effect to that judgment. Although the Supreme Court’s final position is still awaited, the decision is expected to carry major consequences for software resellers who, acting as commercial agents, may rely on the protections and remedies provided by the Commercial Agents Regulations, SI 1993/3053, irrespective of the format or medium through which software is supplied to customers. It is likewise important for principals that deploy resellers as a route to market for software made available chiefly by electronic means. Such organisations should take practical steps to measure and quantify any potential exposure to...

D.E.L.T.A. Merseyside Ltd and another v Uber Britannia Ltd [2025] UKSC 31 Uber’s business model has faced a series of legal challenges. In R (United Trade Action Group Ltd) v Transport for London [2021] EWHC 3290 (Admin) (proceedings in which Uber London Ltd was a party), the High Court declared that the Private Vehicles (London) Act 1998 renders it unlawful for any operator of private hire vehicles in London to accept a booking unless, acting as principal, it enters into a contract of hire to provide the passenger with the journey that is the subject of the booking under that Act accordingly...

This Practice Note outlines the key FCA rules applying to appointed representatives (ARs) who perform regulated activities on behalf of authorised persons. Where the conditions of the AR framework are satisfied, ARs are exempt from obtaining their own authorisation. For guidance on the contractual requirements for ARs, see SUP 15 and the Practice Note: Contract requirements for appointed representatives. For further guidance on arrangements with multiple principals, see Practice Note: Multiple principals and appointed representatives; and for more detail on a principal's responsibility for its ARs, see Practice Note: A principal's responsibility for its appointed representatives. The FCA Handbook also explains how to contact the FCA's Supervision Hub with appointed representatives enquiries. New regime for appointed representatives Together with HM Treasury's call for evidence on the AR regime, in December 2021 the FCA published consultation paper CP21/34 proposing enhancements to its AR framework. The proposals covered collecting more data on ARs and Introducer Appointed Representatives (IARs), strengthening principals' reporting obligations, and clarifying and reinforcing principals' roles and expectations,...

This Practice Note addresses the relationships that arise among principals, agents, and the third parties with whom the agent transacts on the principal’s behalf. It reviews the principal’s exposure for its agent, the scope of an agent’s authority (including remedies for any excess or breach of authority), fraud and misrepresentation, and the concepts of disclosed and undisclosed principal. Principal’s liability for acts of agent A principal will generally be answerable for all acts carried out by an agent within the agent’s authority, whether liability sounds in contract or in tort. Authority encompasses the agent’s actual, apparent (ostensible), or usual (customary) authority. For further detail, see Practice Notes: Scope and authority of the agent and Forming enforceable contracts—agent’s authority to contract. An agent’s authority derives from the principal, and it should be recognised at the outset that the capacity to bind a principal in contract does not, of itself, determine whether an agency relationship exists. In fact, in many situations an agent will have no power to bind the...

This Practice Note outlines the character and extent of an agent’s authority, bestowed by the principal, and recognises certain constraints and qualifications imposed upon that authority in practice. It reviews the varieties of an agent’s authority, such as actual, apparent and customary authority, and explains their operation. It also addresses authority conferred through a power of attorney arrangement. It examines the consequences of an agent exceeding its authority, whether such acts bind the principal in law, and the remedies open to a principal when an agent goes beyond its mandate, including options for redress. Authority of agent An agent’s authority derives solely from its own principal. In commercial contexts, the scope of authority principals grant to agents typically comprises one or more of these functions and activities: to introduce, conclude, or otherwise handle contracts between the principal and customers. An agent is not, of itself, empowered to bind a principal in contractual dealings; this turns on the character of the agent’s appointment and the extent...

To: [ All staff ] CC: [ Insert name(s) as required ] From: [ Management team/Risk partner/Other ] Date: [ Insert date ] Re: [ Professional indemnity insurance renewal—staff declaration ] During the renewal of our professional indemnity cover, we must seek information from all personnel (partners, principals, members, directors, assistants, consultants or employees) regarding any existing or possible claims relating to the firm. We will then report any matters uncovered through these enquiries, or confirm that none have been found as part of it...

This document offers guidance to [ partners OR members OR directors ] [ , managers ] and any other staff member involved in overseeing trainee solicitors who hold a training contract with our firm. What the SRA expects from us The SRA sets broad expectations for the supervision of work, together with specific regulatory duties concerning the training and oversight of trainee solicitors on a training contract. These obligations are supplemented by guidance on the SRA website. The SRA’s requirements are set out in: the SRA Codes of Conduct, which set out the SRA’s core expectations for supervision generally the SRA Education, Training and Assessment Provider Regulations We are committed to delivering training that: is properly and effectively supervised in line with the SRA’s requirements supports trainees and ensures they achieve the Practice Skills Standards (see below) [ provides practical experience in at least three distinct areas of English and Welsh law and practice ]...