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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 examines the legal and practical considerations that arise when appointing a party as a sub-distributor. Sub-distributors can enable manufacturers and distributors to widen market coverage for the supply of a product or service within a territory, or for a defined market or customer segment. Under English law, there is no prohibition on a distributor engaging others to carry out, in whole or in part, its distribution obligations on its behalf. In doing so, the sub-distributor presents the manufacturer’s brand and products to the public. Accordingly, distribution agreements may stipulate that sub-distributors are to be appointed only with the manufacturer’s approval......
Private M& A transactions Private M& A transactions, whether involving the sale and purchase of a company or a business, are brought to a close by an exchange (or signing) of contracts and a subsequent completion (or closing) of the deal. At exchange, the parties sign and deliver the formal documentation for the transaction, including a share purchase agreement or an asset purchase agreement. At completion, the necessary formalities to finalise and implement the transaction are carried out, such as delivery of title certificates (for shares or otherwise) and any other assets. Exchange and completion may take place simultaneously or be separated, depending on whether the agreement governing the transaction is unconditional or conditional, respectively. They can also occur at face-to-face meetings or be conducted virtually (by telephone, email or other electronic means of communication). For further information, see Practice Note: Issues arising where there is...
ARCHIVED This Practice Note is archived and is no longer maintained. It addresses the position where the UK and the EU fail to conclude arrangements on jurisdiction after the UK’s departure. Throughout the implementation period commencing on exit day, that is, the day the UK leaves the EU, the provisions of the withdrawal agreement will apply. For commentary on that period and its effect on jurisdiction, refer to Practice Note: Brexit implementation period—jurisdiction [ Archived]. This Note evaluates the consequences of the UK exiting the EU without a deal when addressing jurisdictional issues before courts in EU Member States, with particular focus on how the Brussels regime would be applied. It considers practical implications for proceedings and the treatment of jurisdictional rules accordingly in practice......
ARCHIVED: This Practice Note is archived and no longer updated. It sets out an overview of the EU regime governing electronic communications (the Framework) and its principal components. It outlines the scope and substance of the key directives comprising the Framework, together with the policy themes they cover. The aim of the Framework was to deliver a harmonised system for regulating electronic communications networks and services across the EU. The European Commission has issued a complete set of Framework documents as at December 2009. The Framework has since been superseded by Directive ( EU) 2018/1972, the European Electronic Communications Code, which restates and consolidates the Framework directives (excluding Directive 2002/58/ EC (the e Privacy Directive)). Directive ( EU) 2018/1972 establishing the European Electronic Communications Code was approved by the Council of the EU on 3 December 2018, published in the Official Journal of the EU on 17...
This Practice Note examines the EU conflict minerals framework which, through third-party audits and reporting on supply chain due diligence, aims to curb the funding of armed conflict via mineral trading. Background Responsible sourcing has become a key facet of supply chain management. Practitioners must anticipate and answer the expectations of non-governmental organisations ( NGOs), customers, shareholders and regulators that companies understand the origin of every material and component in their products, and tackle the human rights impacts of their operations and supply chains. Procuring high-value minerals from conflict-affected and high-risk regions remains among the toughest supply chain issues. To tackle this, in 2010 the US Congress inserted a provision into the Dodd- Frank Wall Street Reform and Consumer Protection Act ( Dodd- Frank Act) directing the Securities and Exchange Commission ( SEC) to craft a rule to sever links between trade in certain minerals from central Africa and...
This page brings together EU resources that cover matters of commercial law. For general guidance on EU law, consult: EU structure ( EU Law)—overview EU legislative process ( EU Law)—overview EU judicial system ( EU Law)—overview EU rights and policies ( EU Law)—overview EU public procurement ( EU Law)—overview Agency, distribution and franchising Agency, distribution and franchising ( EU Law)—overview The European Franchise Federation ( EFF) The EU Commercial Agents Directive The EU unfair business-to-business trading practices in the agricultural and food supply chain Directive Key EU competition law issues in distribution/reseller agreements Article 101(1) TFEU—the prohibition on restrictive agreements Article 102 TFEU—the prohibition on abuse of dominance Introduction to the application of Article 101 TFEU to vertical agreements The Vertical Block Exemption Regulation 2022/720 Analysing vertical...
FORTHCOMING CHANGE: This Practice Note sets out the law as it currently stands, though elements could be affected by the Digital Omnibus proposals released on 19 November 2025 under the European Commission’s ‘simplification’ agenda. For details, see Practice Note: EU Digital Omnibus—tracker. It introduces the EU’s General Data Protection Regulation, Regulation ( EU) 2016/679 ( EU GDPR), and the United Kingdom General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR). The UK data protection law collection and the EU data protection law collection compile further core guidance on these regimes and are recommended starting points for research. In brief, data protection law across the EEA (the EU together with Iceland, Norway and Liechtenstein) and the UK aims to ensure that information about living individuals (‘personal data’) is treated fairly and responsibly. To that end, both EEA and UK data protection laws impose...
From a competition law perspective, transaction agreements (for example, a sale and purchase agreement) usually contain three main categories of provisions: merger control conditions to closing competition warranties non-compete covenants For this Practice Note, the parties are called the 'seller' and the 'buyer' (though comparable considerations commonly apply to joint venture participants). For sample clauses suitable for sale and purchase agreements, see Standard competition law clauses for sale and purchase agreements. Note—where an offer is made for a target (or potential target) with securities admitted to trading on a UK regulated market or multilateral trading facility, or on any stock exchange in the Channel Islands or the Isle of Man, the Takeover Code may apply (see Merger control and the Takeover Code). For further guidance on competition law points to address during a corporate transaction, see the checklist. Merger control conditions to closing It is typical for the parties to agree that...
This Practice Note outlines the main controls on the use of environmental claims in advertising and covers these core areas: relevant legislation self-regulatory codes sanctions for non-compliance Environmental messaging in marketing is rising as consumers become more informed about the ecological effects of the goods and services they choose. Firms are leveraging this heightened awareness by showcasing their sustainability credentials. Examples include statements such as 'environmentally friendly' or presenting a product or service as 'green', 'clean', or 'carbon neutral'. Typical wording ranges from broad descriptors to specific carbon-related statements, reflecting attempts to signal positive environmental impact to prospective customers across their marketing materials. As these claims proliferate, the Advertising Standards Authority ( ASA), the body tasked with overseeing advertising in the UK, has seen a parallel uptick in complaints about environmental claims in...
This Practice Note explores third party rights in relation to agreements under the Contracts ( Rights of Third Parties) Act 1999 ( C( RTP) A 1999). The Act introduces a statutory exception to the common law rule of privity of contract, enabling contracts within its reach to be enforced by third parties who are intended to benefit from them. This Practice Note does not deal with the Third Parties ( Rights Against Insurers) Act 2010... For the purposes of this Practice Note: A is the promisor and a party to the contract B is the promisee and a party to the contract C is the third party (and therefore not a party to the contract) Not a party but still affected by a contract Where your client is not a party to a contract, whether they may nonetheless be...
This guide supports organisations to incentivise suppliers to honour contractual climate duties and advance the organisation’s climate goals. For detailed guidance on......
STOP PRESS: From 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) take effect. Any procurement launched on or after that date must proceed under PA 2023, while procedures commenced under the earlier regimes must continue to be run and administered in line with those rules: Public Contracts Regulations 2015 ( PCR 2015) Utilities Contracts Regulations 2016 Concession Regulations 2016 Defence and Security Public Contracts Regulations 2011 See Practice Note: Introduction to the Procurement Act 2023— PA 2023. PCR 2015 as assimilated law PCR 2015 constitute EU-derived domestic legislation and therefore form part of 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. ARCHIVED: This Practice Note has been archived and is not...
The rules regarding Scottish electronic documents and their execution are contained in: Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) Assimilated Regulation ( EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (as amended by the Electronic Identification and Trust Services for Electronic Transactions ( Amendment etc) ( EU Exit) Regulations 2019) ( UK e IDAS) Land Registration etc ( Scotland) Act 2012 ( LRE( S) A 2012) Electronic Documents ( Scotland) Regulations 2014, SSI 2014/83 Land Registration etc ( Scotland) Act 2012 ( Commencement No 2 and Transitional Provisions) Order 2014, No 41 ( C 4) (2014 Order) Land Register of Scotland ( Automated Registration) etc Regulations 2014, SSI 2014/347 Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A...
This Practice Note sets out the Electronic Commerce ( EC Directive) Regulations 2002 ( E- Commerce Regulations 2002), SI 2002/2013 as they apply to UK‑established businesses, and highlights the key definitions, obligations and statutory defences. Background and divergence The position in the UK The E- Commerce Regulations 2002 implemented in the UK Directive 2000/31/ EC ( OJ L 178/1), the EU E- Commerce Directive. Following the close of the Brexit implementation period (being 11 pm on 31 December 2020), the E- Commerce Regulations 2002 became part of the body of EU retained law applicable throughout the UK, as modified by the Electronic Commerce ( Amendment etc) ( EU Exit) Regulations 2019, SI 2019/87. From 1 January 2024, retained EU law is ‘assimilated’ into domestic law, by virtue of the fact that it is generally stripped of EU-derived interpretive effects (for example, supremacy of EU law,...
This Practice Note This Practice Note highlights the principal points to weigh when shaping service levels, and the recourse for missing them, within outsourcing contractual arrangements. When preparing service level agreements ( SLAs), matters to consider include the category of service level, what is assessed, cost and quality, outputs and outcomes, the means of measurement, service credits and other remedies, earn back and performance incentives, and adjustments to service levels during the term. The precise measures and metrics adopted in SLAs will turn on the nature of the services. It is prepared to apply to any kind of outsourcing and does not specifically centre on IT services (though what is outlined here remains pertinent in that sphere). For IT‑specific service level material, see Practice Note: Key issues in Saa S and hardware/software maintenance SLAs and Precedents: Service Level Agreement...
STOP PRESS From 24 February 2025, the core provisions of the Procurement Act 2023 ( PA 2023) have taken effect. Competitions started on or after that date must proceed under PA 2023, while procurements commenced under the earlier regime ( Public Contracts Regulations 2015, Utilities Contracts Regulations 2016, Concession Contracts Regulations 2016, and Defence and Security Public Contracts Regulations 2011) must continue to be run and administered under those rules. The Cabinet Office has refreshed its suites of standard contract documents, templates and guidance for the government’s Model Services Contract, Mid‑ Tier Contract and Short Form Contract. These revised materials were released to coincide with the PA 2023 “go‑live” on 24 February 2025. This Practice Note will be revised shortly to take account of these changes. For further detail, see: News Analysis: Procurement Act 2023 “go live”—what happens next?, and Government model contracts updated for...
This Practice Note reviews the key issues a franchise agreement ought to cover, notably clear definition of the franchisee’s rights and the applicable territory, whether the grant is on an exclusive basis, thorough attention to sales targets and development plans, and the licensing of intellectual property together with the availability of trade names and domain names. It also underlines the need for a carefully drafted manual and the principal topics that manual should address. While the structure and content resemble a distribution (reseller) agreement, a franchise agreement places much greater emphasis on day‑to‑day operation to secure uniformity and consistency. The principal matters include: Scope of rights and territory Exclusivity of the franchise Sales targets and development planning IP licensing, trade names and domain names Quality and content of the operational manual Grant of rights The agreement should set out the rights...
When preparing contracts, attention often centres on negotiating the core clauses, with an assumption that schedules merely house supplementary material, like agreed templates and security instruments (eg bonds and guarantees) that sit alongside the primary terms and conditions. In an FM agreement, however, the schedules are anything but secondary; they are fundamental components, capturing the detailed evidence of the client’s needs and shaping both parties’ expectations on price and performance. They hold the particulars that substantiate the client’s requirements and steer commercial and performance assumptions. The degree to which schedules are deployed in FM arrangements varies in practice, driven by the complexity and breadth of the services to be delivered. Accordingly, their scope and granularity should reflect the nature and extent of the services being undertaken. A project-by-project review should always determine which schedules are necessary and the level of detail...
This guide helps organisations make sure emissions-cutting goals and the measures set out in transition plans are embedded within contracts and legal papers, and establish enforceable......
This Practice Note highlights specific issues to bear in mind when preparing common forms of contractual joint venture arrangements. For broader guidance, refer to Practice Note: Drafting a contractual joint venture agreement. Consortium bids Parties' obligations The primary duty of every participant is to deliver a comprehensive, fully costed proposal for its allocated element of the project by the stated date, aligning with the third-party client’s requirements or the standards set out in the bid agreement. The parties typically also commit to lodging the overall bid by an agreed deadline, and to doing so within the timeframe stipulated. Clients often seek clarification on aspects of the submission, so each consortium member is commonly bound to furnish whatever additional information the client requests, as required during the bidding phase. It is also not uncommon, while tendering is under way, for the client to adjust the project...
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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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