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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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Updated in October 2025 Introduction Since the mid-twentieth century, Taiwan has stood among the ‘ Asian Tigers’, sustaining a vibrant capitalist economy with a strong global footprint. The World Trade Statistical Review 2025 records Taiwan as the 16th largest exporter in world merchandise trade for 2024, while the IMD World Competitiveness Yearbook 2025 ranks it 6th worldwide. The government also provides a range of attractive incentives that enhance Taiwan’s business-friendly appeal. Supported by political stability and a dependable domestic market, deep expertise in both hardware and software engineering, a rich pool of high-calibre talent, mature infrastructure, and favourable investment legislation, Taiwan offers a compelling setting for enterprise. Positioned at the heart of the Asia Pacific, it serves as a strategic bridge to major economies including the US, China, Japan and Korea, along with emerging markets such as the ASEAN Economic Community ( AEC). In June 2010, the...
Introduction This Practice Note offers high-level guidance on trading with a company in liquidation or administration, being insolvency procedures where control of the company passes to an insolvency practitioner. The note is likewise pertinent to administrative receivership, although that route is now available only in very narrow circumstances. It also addresses procedures where directors retain control, eg company voluntary arrangements and moratoria under Part A1 of the Insolvency Act 1986 ( IA 1986). It summarises key considerations when engaging with such entities during insolvency-related trading at a high level. For fuller discussion and practical guidance on this topic, you may wish to consult the following Practice Notes: A creditor’s guide to dealing with a company in financial difficulty Dealing with suppliers, customers and ROT claims Factors the court will take into account when deciding whether to lift or impose a liquidation stay The moratorium in...
ARCHIVED: This Practice Note is archived and no longer maintained. How does Brexit impact supply of goods? Brexit influences the supply of goods wherever movements cross between the UK and the EU, as fresh trading frameworks between the UK and EU have applied since 1 January 2021. Parties should review goods supply contracts, in particular where they touch on intellectual property, data protection and competition law issues. Sector-specific factors and chosen routes to market will also require attention. For manufacturers, updates to product safety and conformity arrangements will be critical. A gradual divergence in product liability is likewise expected over time. Contracts for the supply of goods The rules governing business-to-business supply contracts stem from UK law; therefore, agreements for purely domestic supplies (that is, goods traded between two UK-based entities) are, in the main, unaffected by Brexit. From IP completion day, the UK is treated as a third...
There are numerous forms in which modern slavery and human trafficking risks can appear within supply chains. The Home Office’s statutory guidance on transparency in supply chains ( TISC), published under section 54 of the Modern Slavery Act 2015 ( MSA 2015), recognises that modern slavery and human trafficking occur across almost every sector. Many companies, and the chains that support them, will be widely exposed. Put bluntly, the message from the Home Office guidance is that if you are not identifying any risks, you are probably not scrutinising closely enough. To evaluate the likelihood of slavery within your supply chains, begin by mapping the aspects of your business that are especially vulnerable to slavery and human trafficking. These commonly involve reliance on third-party suppliers and recruitment practices, though other elements may arise depending on your operations. The primary focus should be the risk faced by...
We have assembled a suite that serves as a thorough, interactive tool to assist solicitors who are contributing to the creation of robust supply chains within an organisation. The suite contains guidance concerning key supply chain risk management considerations,......
The prime/subcontractor model To deliver a comprehensive IT portfolio to their clients, technology providers may engage additional specialist suppliers to bolster what they can supply. In such cases, the main provider is commonly called the prime contractor, while any third parties it appoints to perform elements of the contracted services are described as subcontractors. Under this model, the prime contractor remains contractually, financially and operationally responsible for delivering the services under its agreement with the customer (the prime contract), whether delivery is by itself or through a subcontractor. Accordingly, if a subcontractor’s act or omission causes a breach and loss ensues, the customer may (subject to the contract) pursue the prime contractor for the resulting damages arising from that default. For this reason, primes frequently seek to include a risk premium on top of the overhead and profit margin they apply to the...
Practice Note This Practice Note explores prevalent approaches to motivating suppliers within outsourcing engagements. It examines service credits, earn back, service bonuses, gain sharing and results-based contracting. It also looks at general oversight tools such as step-in, benchmarking and audit rights. Most outsourcing agreements include measures intended to drive suppliers by either penalising substandard performance or rewarding outcomes that surpass the specified benchmark. This Practice Note focuses on the following common methods of supplier incentivisation: Service credits, earnback and service bonuses Late delivery payments and early delivery bonuses Gainsharing Results-based contracting Oversight arrangements These levers form only part of a wider context for encouraging supplier performance. Outsourcing deals are typically long-term and rely on a continuing relationship between the parties. Accordingly, the customer will often recognise that: a measured, balanced stance is prudent, avoiding efforts to shift all risks onto the...
What is the standstill period? When a contracting authority reaches its decision on awarding a public contract subject to the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102, it must observe a standstill period. This mandatory window prevents the authority from entering into the contract with the winning bidder until the standstill has expired. It gives unsuccessful tenderers the chance to: request further information from the contracting authority; and assess whether their rights were prejudiced during the procurement If so, they may seek to have the award decision set aside. This remedy can sit alongside, or be pursued instead of, a claim for damages. In certain cases, other remedies may apply, including a declaration of ineffectiveness (where the contract has already been concluded, and only on limited grounds). See Practice Notes: Public procurement remedies and Damages as a remedy in public...
ARCHIVED: This Practice Note is archived and is not maintained How does Brexit impact standard terms and conditions? Brexit’s key effects on standard terms and conditions arise from practical adjustments to be addressed when drafting and assessing the suitability of standard form terms for the purchase and supply of goods and/or services, covering both business to business and business-to-consumer contracts. Review of suitability Standard form terms and conditions should be checked to ensure they remain appropriate for use after IP completion day, both for the commercial arrangements they govern and the contract wording itself. Consider whether any standard terms and conditions require amendment or tailoring. This may include clauses on territorial scope, pricing, tax, intellectual property, data protection, applicable law, jurisdiction and dispute resolution. See Practice Notes: Brexit—contract risk management [ Archived] Brexit—drafting commercial clauses [ Archived] ...
This Practice Note offers a concise overview of how spare parts are treated under the main IP rights recognised in English law (designs, trade marks, patents and copyright). It also includes illustrations of how the rules operate in practice and down-to-earth guidance for rights holders and for businesses that make and/or sell spare parts. What are spare parts? A ‘spare part’ is an interchangeable component kept in stock and used to repair or replace failed units. Spare parts are integral to logistics engineering and supply chain management, frequently supported by dedicated spare parts management systems and distinct markets focused on the manufacture, supply and/or fitting of parts, including businesses where spares are a principal offering, such as garages and repair centres. Designs The connection between design rights and spare parts is especially close, as in certain circumstances protection can cover a part of a product, not only the...
Updated in March 2026 Introduction The Republic of Korea ( South Korea, and called ‘ Korea’ throughout this Practice Note) offers conducive conditions for accessing the East Asia marketplace, helped by its centrally placed position within the region’s transport corridors. Korea presently holds free trade agreements with 59 partners in total, including the US, the EU, China, ASEAN, India, and Chile, and is positioning itself as a global commercial hub, not only an East Asian one. Korea actively promotes inbound foreign investment via a suite of laws that grant overseas investors various incentives, such as tax reliefs. Businesses can choose from multiple structures when establishing operations in Korea. Alternative entry routes and models are likewise available for tailoring a presence to specific needs in Korea. This guide seeks to spotlight several pivotal considerations a new enterprise must address before commencing activity in Korea. It is not...
Revised in December 2025 Introduction As one of the continent’s biggest economies, South Africa offers a strong springboard for investment and commerce across Africa, especially in sub- Saharan markets. The country benefits from mature infrastructure and long-standing trading links with its neighbours. Businesses can adopt multiple structures when establishing operations in South Africa. This Practice Note outlines principal considerations for new entrants before commencing activities in the country. It is not a comprehensive manual, and tailored South African legal advice should always be obtained when forming and running a business locally. South Africa has three spheres of government: National Provincial Local The National Assembly is the highest law-making authority, and its statutes apply nationwide. There are nine provinces, each with a legislature, a premier and an executive council. Although certain areas fall within the exclusive legislative remit of the National Assembly, provincial legislatures may craft their own laws and...
STOP PRESS From 24 February 2025, the core provisions of the Procurement Act 2023 ( PA 2023) have taken effect. Any procurement launched on or after that date must proceed under PA 2023, while procedures commenced under the earlier regimes—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be run and administered in line with those rules. See Practice Note: Key Implications of the Procurement Act 2023 for Construction Lawyers. PCR 2015 as assimilated law PCR 2015 constitute EU-derived domestic legislation and are therefore assimilated law under sections 2 and 6 of the European Union ( Withdrawal) Act 2018. For practical guidance on the status and interpretation of assimilated law, consult Practice Note: Assimilated law. The Public Services ( Social Value) Act 2012 ( PS( SV) A 2012), also known as the...
This Practice Note delivers a high-level overview of the varied forms of social media services and sites, setting out principal ways organisations may deploy them in practice today, while also recognising several business risks that accompany social media use at a glance... Key social media types Social media sites such as Facebook, Tik Tok, Twitter (now known as X), You Tube, Linked In and Instagram commonly sit at the heart of campaigns and community-building efforts. This is in part due to the strong control they give over targeting and reaching specific audiences... A business’s approach to social media will typically be shaped by the nature of its industry, the audience segment in view (for example, Instagram and Tik Tok are popular with 16–24-year-olds), the online spaces and communities its customers and target market frequent, and the likely effectiveness of each site in supporting the...
FORTHCOMING CHANGE: From 24 February 2025, the core provisions of the Procurement Act 2023 ( PA 2023) take effect. Any procurement launched on or after that date must follow PA 2023, while procedures commenced under the earlier regimes—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be run and managed under those rules. See Practice Note: Introduction to the Procurement Act 2023. PCR 2015 as assimilated law PCR 2015 constitute EU-derived domestic legislation and therefore form assimilated law under sections 2 and 6 of the European Union ( Withdrawal) Act 2018. For practical guidance on the status and interpretation of assimilated law, see Practice Note: Assimilated law. FORTHCOMING CHANGE: With effect from 24 February 2025, Procurement Policy Note ( PPN) 015 replaces PPN 10/23 with updated guidance on...
In a share purchase agreement ( SPA), it is standard for the seller to grant the buyer warranties and indemnities. Why warranties and indemnities are needed For any share acquisition, the buyer starts from the maxim caveat emptor (let the buyer beware). As they cannot know with certainty exactly what they are acquiring when buying a company, the purchaser seeks protection from the default common law position by building suitable contractual terms into the SPA in the shape of warranties and indemnities. Taken together, these provisions protect the purchaser against the uncertainties inherent in the target and address the caveat emptor rule. The buyer will also undertake due diligence on the target company (or target group) to learn as much as possible before proceeding. For additional detail on the diligence process, see Practice Note: Due diligence—share and asset purchases. Without warranties or...
There are five main types of set-off: independent set-off (sometimes known as legal set-off or statutory set-off) transaction set-off (also known as equitable set-off) contractual set-off insolvency set-off banker’s set-off (sometimes known as current account set-off) This Practice Note looks at the characteristics of these five types of set-off. For information on set-off in general, see Practice Note: What is set-off and when is it available? Independent set-off Independent set-off operates as a procedural defence available for use in court proceedings. It permits mutual, reciprocal claims to be set off against each other where they are separate and not connected, in contrast to transaction set-off. Independent set-off is also described as legal set-off or statutory set-off......
Service provision changes ( SPCs) This Practice Note explores service provision changes ( SPCs) under the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246, reg 3(1)(b), arising when activities are outsourced, brought back in-house, or a contractor or service provider is replaced. It explains the approach for cases where the relevant transfer under TUPE 2006 occurs on or after 31 January 2014, and addresses scenarios typically encountered in outsourcing, insourcing, or a change of provider. The Note also clarifies how SPCs operate in those contexts. For the pre-31 January 2014 position, refer to the government’s TUPE 2006 guidance ( June 2009)—applicable only to transfers on or before 30 January 2014 and not updated in light of more recent case law—and to Practice Note: TUPE—the pre- January 2014 position [ Archived]— Service provision changes. A switch in service provider can...
STOP PRESS: On 19 June 2025 the Data ( Use and Access) Bill secured Royal Assent, was enacted as the Data ( Use and Access) Act 2025 ( DUAA 2025), and took partial effect immediately. Provisions dealing with, among other things, handling data subject access requests and granting powers to make further regulations commenced on 19 June 2025. Measures relating to Information Commissioner notices and elements of law enforcement processing started on 19 August 2025, two months after Royal Assent. Most of the Act still awaits commencement via additional statutory instruments. Parts 5 and 6 update elements of UK data protection and e Privacy law, touching the United Kingdom General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications ( EC Directive) Regulations 2003, SI 2003/2426. Most Part 5 measures are...
This Practice Note This Practice Note assists with identifying the applicable law before the courts of England and Wales for loss-causing events that took place between 11 January 2009 and 31 December 2020, in respect of matters giving rise to damage. Where events fell outside those dates, the UK courts will apply an alternative applicable law regime appropriate to the relevant timeframe. The governing regime turns entirely on the date the event happened in question. For help on the various regimes and how they interrelate, see Practice Note: Applicable law regimes. It also explains when and why Regulation ( EC) 864/2007 on the law applicable to non-contractual obligations, Rome II, was introduced. Further, it outlines the situations in which it applies and those in which it does not, as appropriate. In this Practice Note, the Regulation is referred to as Rome II. For...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
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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