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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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This Practice Note summarises key contractual issues in B2B equipment leasing or hire—a simple hire or bailment of goods. It does not address hire purchase or consumer hire. Introduction Equipment leasing, also called equipment hire, refers to arrangements that constitute a simple hire or bailment of goods. Parties may choose to lease or hire assets to: secure temporary access to equipment; or use an alternative method of financing equipment purchases. Typically, the lessor (supplier or owner) keeps title, and the lessee (hirer) gains the right to use the equipment, paying rentals or a hire fee under the agreed terms. For relationships with multiple, separate transactions, a master lease is common, with each tranche set out in a separate lease schedule. In more complex deals—for example, where equipment is bespoke and/or business‑critical—the structure may involve multiple parties and/or......
Introduction This Practice Note sets out how the Trading Schemes Act 1996 ( TSA 1996) applies in the franchise context. It also reviews the Fair Trading Act 1973 ( FTA 1973), the Trading Schemes Regulations 1997, SI 1997/30, and the Trading Schemes ( Exclusion) Regulations 1997, SI 1997/31. TSA 1996, together with later regulations made under it, was enacted to curb pyramid selling schemes because, at the time, the measures within FTA 1973 were judged inadequate. Unintendedly, franchises may fall within TSA 1996, as they can be viewed as a ‘trading scheme’. The intention was to tackle such schemes, as the then pre-existing FTA 1973 regime was widely regarded as insufficient. Trading schemes—what are they? A trading scheme, for FTA 1973, s 118(8) as amended by TSA 1996, means any arrangements connected with carrying on a business, whether those arrangements are made or recorded wholly or partly in...
This Practice Note offers hands-on guidance on correctly signing simple contracts and deeds for limited partnerships established under the Limited Partnerships Act 1907 ( LPA 1907). We have created a collection that serves as a thorough, interactive tool enabling users to pinpoint and navigate the concepts and recurring issues arising on document execution. Each stage or step contains practical guidance, model clauses and Q& As pertinent to that part. For further details, see: Execution collection. Background Limited partnerships are a distinct form of partnership regulated by LPA 1907, which expressly retains the provisions of the Partnership Act 1890 ( PA 1890) and the equitable and common law rules applicable to partnerships, save where they conflict with the express terms of LPA 1907. Limited partnerships are extensively used in private equity and venture funds as investment fund vehicles. For broader background on limited...
This Practice Note distils the legal principles and offers practical guidance on enforcing restrictive covenants and on the operation of the restraint of trade doctrine in commercial contracts. Post-termination restraints in employment contracts tend to attract closer scrutiny than those found in commercial agreements and, as a result, parties to commercial arrangements usually enjoy greater freedom to contract than parties to employment contracts. That said, every restriction must be assessed in its own setting. See What is reasonable? below. For material on restrictive covenants in the employment sphere, see Practice Note: Restrictive covenants in employment—a guide to our materials. For restrictive covenants in a property setting (which falls outside this Practice Note), see: Restrictive covenants—overview and Restrictive covenants for property disputes lawyers—overview. What is the doctrine of restraint of trade? At common law, the courts aim to safeguard the freedom of parties to trade while...
How to Guide This Practice Note is a practical ‘how to’ on putting in place a power of attorney for a commercial deal and points readers to related material and supplementary guidance throughout. It flags relevant topics, such as what a power of attorney is, initial considerations, and drafting the instrument (covering the parties, scope of authority, substitution and delegation, duration, revocation, ratification and indemnity), as well as authorisations, cross‑border transactions and day‑to‑day practicalities, among other matters, as appropriate. A power of attorney is a device for conferring authority to act when the authorised individual is unavailable to act or sign a document. It exemplifies an agent’s express actual authority to act for a principal (see Practice Note: Forming enforceable contracts—agent's authority to contract). This ‘ How to Guide’ offers a high‑level primer on preparing powers of attorney for commercial matters and may suit...
This practical guidance relates to the pre- Procurement Act 2023 regime This Practice Note addresses the position before the Procurement Act 2023 regime. It offers direction for public procurement exercises started prior to the Procurement Act 2023 ( PA 2023) taking effect on 24 February 2025. Any in-scope processes initiated on or after that day fall under PA 2023. By virtue of PA 2023’s transitional and savings measures, the earlier public procurement frameworks continue, so far as required, to let contracting authorities finalise and administer procurements begun before PA 2023 commenced (ie procurements still in progress). This Practice Note should be considered with that in mind and contextually understood. For introductory material, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Additional practical guidance on PA 2023 appears within a distinct subtopic, see: Procurement Act...
STOP PRESS: From 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) are in effect. Competitions commenced on or after this date must proceed under PA 2023. Procurements initiated under the earlier framework—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Contracts Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be conducted and overseen under those rules. See Practice Note: Introduction to the Procurement Act 2023— PA 2023. PCR 2015 as assimilated law PCR 2015 are 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. What is preliminary market...
Trade mark rights before and after Brexit The aim of this Practice Note is to set out, at a glance, a summary of the various trade mark rights available in the UK before and after Brexit. From IP completion day (11.00 pm on 31 December 2020), the UK stopped participating in the EU trade mark ( EUTM) regime. Accordingly, the UK is no longer within the territory covered by an EUTM and is no longer subject to Regulation ( EU) 2017/1001, which was revoked on IP completion day by the Trade Marks ( Amendment etc) ( EU Exit) Regulations 2019, SI 2019/269. In consequence, the UK introduced a system under which holders of EUTMs on IP completion day automatically became proprietors of comparable UK trade marks. The same position applies to international trade mark registrations designating the EU. For further information about EUTMs, see: Trade marks ( EU...
A typical contract lifecycle incorporates a broad range of activities including; An ordinary contract lifecycle spans many distinct tasks, such as early groundwork to clarify project scope and pinpoint an appropriate business partner, composing and bargaining over detailed contractual clauses, securing all requisite approvals, executing the agreement formally, overseeing delivery and compliance after the contract takes full effect, handling ongoing matters as required......
STOP PRESS: From 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) have commenced. Procurements started on or after that date must be conducted pursuant to PA 2023, while procedures initiated under the earlier legislation—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 overseen in line with those regimes. 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, see Practice Note: Assimilated law. The public procurement regime The domestic public procurement regime is founded on several sets of...
This Practice Note sets out the guidance for the CFR Cost and Freight Incoterm under the Incoterms® 2020 rules, reproduced with the permission of ICC Publishing SA. The Incoterms® 2020 rules and other ICC publications can be obtained from ICC Publishing SA, 33–43 avenue du Président Wilson, 75116 Paris, France, from ICC United Kingdom, 1st Floor, 1–3 Staple Inn, London, WC1V 7QH, United Kingdom, and at www.iccwbo.org. The Incoterms® 2020 rules took effect on 1 January 2020, updating the Incoterms® 2010 rules to reflect market developments over the past decade. For the CFR term applicable until that date, see Practice Note: Incoterms® 2010 Rules— CFR Cost and freight [ Archived]. CFR (insert named port of destination) Incoterms® 2020 Explanatory notes for users 1. Delivery and risk ‘ Cost and Freight’ signifies the seller delivers the goods to the buyer either: by placing them on board the...
CPT (insert named place of destination) Incoterms® 2020 This Practice Note sets out the advisory note to the CPT ( Carriage Paid To) Incoterm within the Incoterms® 2020 rules, reproduced with permission from ICC Publishing SA. Incoterms® 2020 and other ICC publications are available from ICC Publishing SA, 33–43 avenue du Président Wilson, 75116 Paris, France, and from ICC United Kingdom, 1st Floor, 1–3 Staple Inn, London, WC1V 7QH, United Kingdom, as well as at www.iccwbo.org. The Incoterms® 2020 rules took effect on 1 January 2020 and revised the Incoterms® 2010 rules to reflect market changes over the last decade. For the CPT Incoterm applicable up to that date, see Practice Note: Incoterms® 2010 Rules— CPT Carriage paid to [ Archived]. Explanatory notes for users 1. Delivery and risk ‘ Carriage Paid To’ indicates that the seller delivers the goods—and shifts risk—to the buyer by: handing the goods to the...
This Practice Note sets out the guidance for the CIP ‘ Carriage and Insurance Paid to’ Incoterm under the Incoterms® 2020 rules, reproduced here with the permission of ICC Publishing SA. Incoterms® 2020 rules and other ICC publications are available from ICC Publishing SA, 33–43 avenue du Président Wilson, 75116 Paris, France, and from ICC United Kingdom, 1st Floor, 1–3 Staple Inn, London, WC1V 7QH, United Kingdom, as well as at www.iccwbo.org. The Incoterms® 2020 rules took effect on 1 January 2020, updating the framework to reflect market developments over the last decade. For the CIP Incoterm applicable up to that date, see Practice Note: Incoterms® 2010 Rules— CIP Carriage and Insurance Paid to [ Archived]. CIP (insert named place of destination) Incoterms® 2020 Explanatory notes for users ‘ Carriage and Insurance Paid to’ indicates that the seller delivers the goods—and transfers risk—to the buyer: by handing them to the...
This Practice Note This ‘how to’ resource on executing deeds directs you to the pertinent materials and guidance. It outlines what constitutes a deed, the criteria for validly executing one, signposts the execution rules for various bodies, notes further legal factors, and highlights practical tips for carrying out execution in practice. A deed is a particular type of written instrument required for specified dealings. To be valid and enforceable, deeds must be executed in line with statutory and common law formalities that demand more than a mere autograph. For wider, general guidance on executing deeds, with links to connected materials and in-depth commentary on deeds, see also Practice Note: Executing documents—deeds and simple contracts. We have created a collection that serves as an extensive, interactive tool to help users recognise and navigate the concepts and recurring issues when executing documents. Each stage or phase provides...
Practice Note This Practice Note sets out the legal and practical considerations for bringing a business acquisition to a successful completion. On completion, ownership of the relevant assets will move from the seller to the buyer. Depending on the transaction’s complexity, delivering every aspect of the deal after completion may take time and give rise to complications and disputes between the parties; some can be anticipated and catered for, while others cannot. Guidance on many of the matters outlined below appears in other Practice Notes and the drafting notes to Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form. The purpose of this note is therefore to summarise the issues (including cross-references, where relevant, to such guidance) and to provide a checklist of legal and practical points to address during the negotiation and drafting of the asset purchase agreement ( APA) and at each...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note sets out how to assess and adjust key contractual provisions so they are fit for use after 11 pm on 31 December 2020, the moment (known as IP completion day) when the implementation period for the UK’s departure from the EU concluded. It is primarily designed to support organisations updating their standard form contracts for post‑ IP completion day use, rather than revising live agreements, though it may assist with those too. While the underlying legal landscape has shifted considerably, most contracts are largely unaffected and English contract law itself remains unchanged. The Trade and Cooperation Agreement ( TCA) between the EU and the UK concerning their future relationship does not materially alter the consequences of the end of transition. For more detail, see: LNB News 24/12/2020 76 and LNB News...
ARCHIVED : This Practice Note has been archived and is not maintained From 31 January 2020 (exit day), the UK ceased to be an EU Member State and its relationship with the EU is governed by the Withdrawal Agreement, which took effect on 1 February 2020. Under the Withdrawal Agreement, on exit day the UK entered an implementation period, during which it continues to be regarded as a Member State for many purposes, including trade. As a third country, the UK can no longer take part in the EU’s political institutions, agencies, offices, bodies and governance structures (save to the limited extent agreed), but the UK must continue to comply with EU law and remain subject to the continuing jurisdiction of the Court of Justice of the European Union in line with the transitional arrangements in the Withdrawal...
ARCHIVED: This Practice Note is archived and no longer updated. It examines the impact of Brexit on consumer protection, reflecting developments up to 6 January 2021. For information on the effect of IP completion day on consumer protection, and for developments in this area, see Practice Note: What does IP completion day mean for consumer protection? The Note explores Brexit’s implications for consumer protection, with particular regard to regulating business-to-consumer ( B2C) contracts and trading conduct, as well as enforcement and consumer remedies. It also addresses enforcement mechanisms and the avenues of redress open to consumers. Consumer protection law in the UK stems in part from EU law and in part from domestic UK law. In many respects, the immediate effects of Brexit have been muted in consumer protection, given the EU’s regulatory fragmentation and the fact that EU Member States routinely navigate bespoke...
This Practice Note outlines retained EU law as it operated in 2021–23, setting out key definitions and concepts with pointers to the relevant provisions of the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018). It further considers the overhaul of retained EU law and its re-labelling as assimilated law from 2024. Wider aspects of the EU( W) A 2018, together with the distinct arrangements and divergences for the UK’s devolved administrations, fall outside the scope of this Practice Note. Evaluation of particular instruments, provisions or rights, and whether they are retained, is likewise excluded. what’s the difference? Both “retained EU law” and “assimilated law” describe the residual body of domestic law that originally stemmed from the UK’s membership of the EU. The labels mark two phases in the domestic legal system’s adjustment to...
STOP PRESS: From 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) are operative. Procurements initiated on or after that date must proceed under PA 2023, while those started under 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 accordance with those rules. See Practice Note: Introduction to the Procurement Act 2023— PA 2023. PCR 2015 as assimilated law As EU-derived domestic legislation, the PCR 2015 constitute 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. Additional requirements following award of a public contract At times, after awarding a contract for works, services or...
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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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