Several liability meaning

Parties Who are the parties involved? In particular, specify: the investor(s) the managers the investee company (newco) Conditions Are there any conditions to completing the investment? What are each party’s obligations to meet those conditions, and by what deadline? Share subscription What will the investee company’s capital structure be? Which class and how many shares will each shareholder (the investor, the managers and any other shareholders) subscribe for? Warranties Who will give the warranties? Is it limited to the managers? Will they be provided jointly, jointly and severally, or on a several basis? How wide will the warranties be? It is usual for investment agreement warranties to centre on the business plan and the managers, as the acquisition agreement generally affords the investor sufficient protection regarding the company. What restrictions will apply to warranty claims? These may include: periods within which claims must be notified caps on each warrantor’s liability and on...

This checklist identifies the principal points to bear in mind when preparing or assessing a pre-construction services agreement (PCSA). Remember that the content and scope of any PCSA will hinge on the services the contractor is to deliver and the expected length of the pre-construction phase. Consequently, the drafting may differ significantly. For further detail on PCSAs, see Practice Note: Pre-construction services agreements. PCSAs generally draw together aspects from several sources. Core terms are akin to those used in a letter of intent, but with added provisions to address liaising with other parties and preliminary works taking place on site. By contrast with a letter of intent, a PCSA is set out as a conventional legal agreement, with distinct sections for the parties and for recitals. A letter of intent A consultant’s appointment A building contract Key issues and clauses • Background A PCSA should include a recitals or background section that explains the basis for the appointment and the parties’...

For further insight on forthcoming key developments, see Practice Note: Commercial—horizon scanner. For details of earlier developments relevant to commercial law and practice, consult the following Practice Notes: Commercial tracker Commercial tracker 2025 [Archived] Additional updates and commentary are available via our current awareness alerts and highlights. Click ‘Create Alert’ in your ‘Alerts’ tab and refine your personal settings to subscribe. Advertising, marketing and sponsorship Note—several shifts within the consumer protection landscape have influenced the regulation of advertising and marketing in 2025. These are discussed in the section: ‘Consumer protection’ below. What were the key developments in 2025? Advertising less healthy food and drinks In 2025, the much-anticipated framework governing promotion of less healthy food and drink moved from policy design to practical readiness for enforcement. The Health and Care Act 2022 (HCA 2022) received Royal Assent on 28 April 2022, introducing a 9 pm TV watershed for identifiable less healthy products and a restriction on paid‑for advertising...

The FTT decision As noted in a previous Insight, the proprietor of Vista Tower ('Grey') applied for an RCO against the building’s original developer and 95 additional parties who met the definition of ‘associated persons’ due to shared directors during 2017 to 2022. The owner requested an order requiring the respondents to cover both historic and forthcoming costs to rectify fire safety defects, estimated at over £20m. The FTT granted that relief, on a joint and several liability basis, against 75 respondents. The appeal Certain respondents appealed on these grounds: whether the Tribunal can make RCOs rendering multiple respondents jointly and severally liable for the same overall sum, or whether it must make individual orders against each respondent for a specifically identified amount. whether the Tribunal misdirected itself on the “just and equitable” test, given that for many respondents there was no demonstration that they participated in the relevant development or obtained remuneration from it, and that the Tribunal improperly required respondents to...

Sword Services Ltd and others v Revenue and Customs Commissioners What was this case about? The taxpayers brought a judicial review to contest payment notices (PPNs) issued by HMRC to members (ie partners) of several film production partnerships, seeking to have those notices quashed. PPNs are a form of accelerated payment notice (APN) given to partnership members. As with an APN, a PPN requires tax to be paid upfront while HMRC’s enquiries into the relevant arrangements are concluded. For more on the accelerated payments regime, see Practice Note: Accelerated payment notices. The taxpayers argued that the PPNs were unlawful on two bases: They were issued to members of a limited liability partnership (LLP), but schedule 32 to the FA 2014 (the PPN legislation) does not, in the taxpayers’ view, authorise HMRC to issue PPNs to LLP members; it applies only to other forms of partnership, such as general or limited partnerships. Condition A, one of the statutory requirements that must be met before...

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) secured Royal Assent on 26 October 2023. Its objective is to strengthen corporate transparency in the UK, primarily via Companies House reform and amendments to provisions of the Companies Act 2006. The Act also looks to modernise the regime for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be commenced in stages. Several provisions commenced on 4 March 2024 and may affect this content. For further details, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, especially the legislation and consultation tracker. Rules and guidance The statutory requirements for the annual accounts of limited liability partnerships (LLPs) that meet the micro-entity threshold (a subset of small LLPs) are contained in: Part 15 of the Companies Act 2006 (CA 2006) The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008,...

Types of special purpose vehicle and orphan trust The deployment of special purpose vehicle structures is widespread in aviation finance. They offer lenders several advantages, including tax benefits and a bankruptcy-remote platform for the financing. A special purpose vehicle (SPV), also known as a single purpose company (SPC), is a legal entity established for a limited aim; in aviation finance this is commonly to own an aircraft for a particular transaction. There are numerous forms of SPV used in aviation finance, with the principal categories being: subsidiary companies orphan trusts limited partnerships Each of these is considered below. The type of SPV selected will vary on a transaction-by-transaction basis. Subsidiary companies Subsidiary companies are typically limited liability companies incorporated in a tax-friendly jurisdiction...

Actions against regulators/authorities Beyond judicial review of decisions, claimants may pursue civil proceedings where loss or damage is caused by breaches of duty and negligence by public bodies; the Corby litigation is a case in point, ending with an out-of-court settlement in April 2010. Corby dispute arose from remediation of a former steelworks, a site used for steel production for six decades and for disposal of steelmaking wastes long predating waste regulation. The local authority, Corby DC, holding enterprise zone status and benefiting from derelict land grant and EU regional development funding, acquired the 270ha site from British Steel in stages, reclaiming it in several phases over fifteen years...

The Contract comprises the completed Standard Building Contract With Approximate Quantities 2016 published by the JCT subject to the following amendments: This Contract adopts JCT SBC/AQ 2016 with extensive modifications to reflect design responsibility, building safety and commercial controls. Recitals: Contractor to provide a master programme and Schedule of Information Requirements; confirms site due diligence and accepts full CDP design liability. Articles: Dutyholder Regulations added; Tender Price covers Principal Contractor duties; arbitration removed; Schedule of Amendments prevails; strict protection of Third Party Agreements. Definitions/governance: new and revised terms (Building Safety Regulator, HRB, Practical Completion, Copyright Material, Design Sub‑contractors, Dutyholder Regulations); several deletions; English court jurisdiction. Design/materials/information: skill‑and‑care design and coordination; only new, compliant, non‑deleterious materials; golden thread storage; monthly programme reporting; site risks at Contractor’s risk. Procedures/controls: tighter instruction, testing, defects and as‑built duties; enhanced confidentiality and IP licences; HRB assistance; CDM/Dutyholder competency confirmations. Sub‑contracting/rights: prescribed sub‑contracts, insurances and delivery of collateral warranties/third‑party rights; limits on assignment. Payment/commercial: 28‑day final...

Date [ date ] Parties [ name of mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Seller) [ name of (first) Buyer ] [ and [ name of second Buyer ] both ] of [ address ] ([ together ] Buyer) 1 Definitions In this Agreement, the following terms shall have these meanings: Actual Completion Date – the day on which the Transfer is actually finalised; [ Buyer’s Solicitors – [ name ] of [ address ] (reference [ details ]); ] Completion Date – [ date ]; [ Contents – the items specified in Appendix 2; ] [ Contents Price – £[ amount in figures ] ([ amount in words ] pounds); ] Deposit – [ figure ]% of the Price; [ Documents – the documents identified in the Schedule; ] Legislation...

Date [ date ] Parties [ name of Landlord ], [ of OR incorporated in England and Wales (company registration number [ number ]) ], whose registered office is at [ address ] [ together with an address for service in England and Wales at [ address ] ] (the Landlord); [ name of Tenant ], [ of OR incorporated in England and Wales (company registration number [ number ]) ], with its registered office at [ address ] [ and an address for service in England and Wales at [ address ] ] (the Tenant); [ [ name of Guarantor ], [ of OR incorporated in England and Wales (company registration number [ number ]) ], having its registered office at [ address ] [ and an address for service in England and Wales at [ address ] ] (the Guarantor) ]...

In partnership with Alexander Stewart of Hogarth Chambers If a limited liability partnership (LLP) becomes insolvent, the preferred view is that members’ entitlements to amounts due under their capital and current accounts are subordinated to the claims of external unsecured creditors. That said, it can be contended that members’ claims for advances or loans made to the LLP—despite being entered in their current accounts—stand on the same footing as those of external unsecured creditors. LLPs are established by the Limited Liability Partnerships Act 2000 (LLPA 2000). In several respects, including insolvency, LLPs are akin to limited companies rather than partnerships; see: Limited liability partnerships (LLPs) and insolvency—overview. Where an LLP is insolvent, it is terminated by voluntary or compulsory winding-up. The winding-up regime under the Insolvency Act 1986 (IA 1986) operates alongside LLPA 2000, s 14 and the Limited Liability Partnerships Regulations 2001 (LLPR 2001), SI 2001/1090, reg 5 and LLPR 2001, SI 2001/1090, Sch 3 (as amended)...

If, after a landlord has retaken possession of the premises (whether by peaceable re-entry, under a court order, or because the lease has ended by effluxion of time or under a break notice, etc.), the previous tenant leaves goods behind, unless the lease expressly addresses situation, the landlord assumes the role of involuntary bailee of those items and may incur liability for conversion if they sell the goods and set them off against arrears, or liability in damages if they discard or dispose of the goods...

The nature of joint and several liability As outlined in the Practice Note on joint, several, and joint and several liability, joint and several liability arises when two or more parties to the same contract give a promise to the same person, while, at the same time, each of them separately makes that identical promise to that same person, within the same contractual arrangement...