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United Kingdom
United Kingdom
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Governing Law definition What does Governing Law mean? In practice, governing law is the system of law the parties select to regulate their contract or other civil obligation (a choice-of-law or governing law clause). It determines questions of interpretation, formation, validity, performance, breach and contractual remedies, subject to any overriding mandatory rules and public policy. It is distinct from a jurisdiction clause and from the procedural law of the court or arbitral seat. The term is not defined in statute; it is a descriptive expression used across private international law. Where no valid choice is made, the applicable law is identified by conflict-of-laws rules: in England...
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The Gibbs rule in English and Scots law: cross-border restructurings, recognition limits, CBIR 2006, IA 1986 s 426, guarantees, Hong Kong developments and investor enforcement strategies
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LexisNexis Restructuring & Insolvency expert
Practice notes
The Gibbs rule
It holds that whether a liability is released can only be decided by the law governing that liability. Subject to the adjusting impact of legal instruments in the field of cross‑border Insolvency, an English court may invoke this Common law principle in appropriate cases, and conclude that a foreign restructuring, which claims to extinguish an English law governed liability (or one governed by a system other than that of the foreign restructuring), does not in fact achieve that result at all in England. As a result, the court may permit a dissenting Creditor to pursue enforcement of the liability in England. The scope and reach of the Gibbs rule will matter to distressed debt investors and their advisers, and this note highlights some of the key points for consideration. The evolution of the Gibbs rule was recognised and developed across a line of nineteenth‑century authorities, starting with Smith v Buchanan (1800) 1 East 6 (not reported by Lexis+® UK), where Lord Kenyon CJ remarked, in substance, that one cannot assert that a bargain struck in one country is to be regulated by the laws of another; and that this concerned a contract validly entered into by a subject in...
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Web page updated on 22/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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