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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 focuses primarily on the commercial context, rather than the strict legal framework, when preparing consumer standard terms and conditions governed by the Consumer Rights Act 2015 ( CRA 2015). In addition to offering concise information on the applicable consumer legislation (with references to relevant Practice Notes), it also considers the business environment in which the terms operate and how lawyers can add value to both the documents and the businesses they advise. For our suite of business-to-consumer ( B2C) template contracts and drafting guidance, see ‘ Drafting contracts with consumers’ in: Trading with consumers—overview and Drafting consumer contracts—checklist. For guidance on drafting boilerplate provisions in B2C contracts, see Practice Notes: Boilerplate clauses in business-to-consumer contracts—general principles and Boilerplate clauses in business-to-consumer contracts—specific...
Boilerplate provisions in public sector contracts This Practice Note examines audit clauses within public sector agreements. For additional insight into what contracting authorities (and other interested parties) should understand when deploying boilerplate terms in public sector agreements, see Practice Note: Boilerplate provisions in public sector agreements: general considerations. Public procurement reform The Procurement Bill secured Royal Assent on 26 October 2023, becoming the Procurement Act 2023 ( PA 2023). See: Procurement Bill [ HL]— LNB News 12/05/2022 14 and Procurement Bill receives Royal Assent— LNB News 26/10/2023 81. From 24 February 2025, the principal provisions of PA 2023 are in force, and procurements initiated on or after that date must proceed under PA 2023. The existing public procurement regime—including the Public Contracts Regulations 2015 ( PCR 2015) and Procurement Practice Notes ( PPNs), the Utilities Contracts Regulations 2016, the Concession Contracts Regulations 2016, and the Defence and...
STOP PRESS As at 24 February 2025, the core provisions of the Procurement Act 2023 ( PA 2023) have commenced. Competitions launched on or after that date must proceed under PA 2023, while procurements started under earlier regimes must continue to be run and administered in line with those rules, including: Public Contracts Regulations 2015 Utilities Contracts Regulations 2016 Concession Contracts Regulations 2016 Defence and Security Public Contracts Regulations 2011 The Cabinet Office has also refreshed its standard contract document collections, templates and guidance for the government’s Model Services Contract, Mid- Tier Contract and Short Form Contract. These updated materials were released to coincide with the PA 2023 ‘go-live’ on 24 February 2025. This Practice Note will be revised shortly to reflect these developments. In the interim, see News Analysis: Procurement Act 2023 ‘go live’—what happens next?, and Government model...
This Practice Note This Practice Note explains how to prepare and negotiate the service description schedule for an outsourcing contract. Sometimes called the requirements schedule, the service schedule defines the supplier’s service scope and is a crucial component of the outsourcing deal. It looks at what the schedule should include, the level of specificity needed, and how it links to other elements of the agreement, including service levels and dependencies. The services description schedule in an outsourcing arrangement sets out the breadth and depth of the services the supplier must provide to the customer. It is widely viewed as the agreement’s key section because it captures the essence of the parties’ bargain. While it is commonly drafted and negotiated by each side’s commercial or operational teams, early legal involvement is vital to secure clear, precise drafting and to confirm that the schedule is...
IP licence An IP licence permits a licensee, with the licensor’s consent, to use IP rights that they would not be able to exploit otherwise. An IP licence may stand alone as a dedicated IP licence agreement, or be incorporated within a broader contract, eg where specified IP rights are licensed under a commercial deal, project, or collaboration. This negotiation guide highlights the principal components of an IP licence clause suitable for insertion into a wider agreement. For example IP licence clauses, see Precedents: Intellectual property rights licence clause—pro-licensor and Intellectual property rights licence clause—pro-licensee, for reference as set out here......
This Practice Note offers a high-level summary of insurance clauses within commercial agreements. It outlines the main categories of insurance commonly used in such agreements and the principal features of insurance clauses and covenants. It is not intended to set out the law of insurance; in that regard, see Insurance contracts—overview. Nor does it consider the many other ways to obtain security for contractual liabilities beyond placing insurance. Given the potential limits of insurance cover, parties may conclude that alternative arrangements suit their needs better, for example obligations of surety such as guarantees from a group and/or parent company, or performance or guarantee bonds. See Types of security—overview for further guidance. Role of insurance clauses in commercial agreements The core function of a commercial contract is to apportion the risks and benefits of the transaction between the parties. Risk can be allocated in various ways; a clear...
When embarking on a facilities management ( FM) arrangement, the parties must navigate a broad spectrum of contractual considerations, from choosing how best to place the contract (procurement routes and requirements) to anticipating what will occur if outcomes fall short in practice (change controls, termination and dispute resolution). This Practice Note sets out the principal contractual points to capture when assembling the formal agreement. Each point needs careful analysis and bespoke adjustment to suit any particular project needs, but it is vital that, throughout negotiations, the parties remain mindful of the overall contractual matrix of risks and responsibilities (see diagram: What does a Facilities Management contract look like—diagram). Procurement issues How will the client procure the FM relationship itself? What tendering steps will be followed and how will the agreement be entered into? Does the client’s identity and status impose further...
Introduction New Zealand operates a deregulated, decentralised economy, fully open to international competition. Over recent decades, successive governments have overhauled trade settings by removing many import barriers, winding up most subsidies, and shaping the rules on overseas investment to encourage productive foreign investment into New Zealand across the country over the same period accordingly. The business environment New Zealand is regularly internationally recognised by the World Bank and other organisations as among the world’s most business-friendly jurisdictions. In the World Bank’s Business Ready 2024 report it placed sixth for Operational Efficiency and Public Services, and Transparency International’s Corruption Perceptions Index 2024 rated it the fourth least corrupt nation. New Zealand is an independent sovereign country within the British Commonwealth of Nations. Parliament is elected democratically every three years. The country has no single written constitution. Since 1993, elections have used a Mixed Member...
March 2026 Introduction Hong Kong stands as a leading international financial centre, regularly cited among the easiest places in the world for doing business. Its clear tax regime, established legal framework, solid financial markets, open flow of information, skilled workforce and the government’s enduring capitalist laissez-faire approach have encouraged thousands of multinational companies to set up a presence in the city. By the fourth quarter of 2025, Hong Kong demonstrated resilience, with real GDP for the quarter forecast to grow by 3.8% despite global economic headwinds. Today, the People’s Republic of China ( China) is the world’s second largest economy after the United States and remains one of the fastest-growing major economies. China is progressively shifting from “the world’s factory” towards a substantial consumer and financial market, supported by a more affluent population. Hong Kong’s geographic and cultural closeness to China, combined with its...
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From 6 April 2025, Part 4, Chapter 1 of the Digital Markets, Competition and Consumers Act 2024 ( DMCCA 2024) on unfair commercial practices came into force, except for sections 232, 234 and 235 dealing with a consumer’s right of redress... DMCCA 2024 largely revokes and replaces the Consumer Protection from Unfair Trading Regulations 2008 ( CPUTR 2008), SI 2008/1277. Many of its unfair commercial practices rules replicate those in CPUTR 2008, with certain wording clarified... The Act also brings in fresh protections to address consultation concerns relating to: fake or misleading reviews drip or hidden pricing For more information, see Practice Notes: Consumer protection from unfair trading under the Digital Markets, Competition and Consumers Act 2024 and The Digital Markets, Competition and Consumers Act 2024—key consumer protection provisions... Around the same time, the Committee of Advertising Practice ( CAP) and the Broadcast...
ARCHIVED: This Practice Note is archived and not maintained. The implementation period that allowed the UK to disengage from the EU’s laws and institutions ended at 11 pm ( GMT) on 31 December 2020. At that time (described in this Practice Note as ‘ IP completion day’), the UK’s legal framework altered immediately and markedly. This note outlines the consequences for distribution. How does Brexit impact distribution? The appointment of a distributor in the UK is governed principally by the common law of contract and will, in large part, be unaffected after IP completion day. However, where business is conducted across borders with distributors in other jurisdictions, including EU Member States, those distributors may benefit from local rules that provide stronger protections than those under UK law. For further information see: Lexology Panoramic: Distribution and...
This Practice Note examines the difference between statements that are representations and those that are contractual terms, and identifies when a representation can carry legal consequences, whether as a collateral contract, promissory estoppel or a waiver, even where it is not incorporated into the written contract. For further guidance on the admissibility of pre-contract statements and representations when construing a contract’s meaning, see Practice Note: Contract interpretation—admissibility of pre-contractual negotiations and statements and related content. What are contractual terms? The terms of a contract set the existence and limits of the parties’ respective rights and duties to each other. A contractual term is a statement that constitutes a promise or undertaking and is incorporated as part of the contract. If a term is broken, the innocent party may bring a claim against the defaulting party for damages for breach of contract and, in some cases,...
Many contracts include provisions on resolving disputes. At times these are simple terms stipulating litigation or possibly arbitration, sometimes also spelling out jurisdiction and the governing law. Yet a clause can instead prescribe other routes of alternative dispute resolution ( ADR) to be pursued should a dispute arise, offering an alternative to litigation or arbitration. Such provisions are often labelled ADR clauses. Parties have a number of options open to them (see below), and it is vital to appreciate the consequences of the drafting choices you make. This Practice Note reviews several clause formulations and evaluates the issues that may arise in relation to each category. The types of dispute resolution clause considered in this Practice Note are: litigation only clauses mediation clauses multi-tier clauses (escalation clauses) hybrid clauses carve-out clauses For guidance on the principal questions around the...
STOP PRESS From 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) are in force. Any procurement initiated on or after that date must proceed under PA 2023, while procedures commenced under the previous framework—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 conducted and managed 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 constitute assimilated law under sections 2 and 6 of the European Union ( Withdrawal) Act 2018. For practical guidance on the status and construction of assimilated law, see Practice Note: Assimilated law. Introduction A contracting authority may decide to terminate an award procedure. This Practice Note...
This guidance addresses the position before the Procurement Act 2023. It provides advice for public procurement exercises started prior to the Procurement Act 2023 ( PA 2023) taking effect on 24 February 2025. Procurements within scope that commence on or after that date are governed by PA 2023. Under PA 2023’s transitional and savings provisions, the former public procurement regimes continue insofar as needed for contracting authorities to complete and administer procurements begun before PA 2023 commenced (ie ongoing procurements). This Practice Note should be considered on that basis. For background reading, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Further practical guidance on PA 2023 appears under a separate subtopic, see: Procurement Act 2023—overview, which includes the Practice Note: Disclosure in connection with procurement challenges— PA 2023. Aspects of disclosure in public...
Introduction This Practice Note forms part of our LLB Contract Law series, carefully tailored with law students in mind. It examines the doctrine governing the discharge of obligations, with particular attention to discharge by performance and by breach, setting these within the wider context of contractual termination. It considers the thresholds for valid performance, such as strict compliance, substantial performance, entire versus divisible obligations, and the importance of time clauses where relevant. It then assesses breach of contract in its forms (actual and anticipatory) and identifies when breach is grave enough to justify termination by the innocent party, with close treatment of conditions, warranties, and innominate terms. The Practice Note also tackles the doctrine of election, the perils of wrongful termination, and the effects of acceptance in sale of goods contracts. Throughout, it weaves in leading authorities and statutory rules to show how the law...
Declaration of a director's interests Any director who, whether directly or indirectly, has an interest in either of the following must, subject to limited exceptions, disclose to the other directors the nature and extent of that interest in line with the Companies Act 2006 ( CA 2006): a proposed transaction or arrangement with the company of which they are a director; or a transaction or arrangement already entered into by the company of which they are a director. For more detail, refer to the comprehensive Practice Note: Declaration of a director's interests—the statutory provisions. For practical help in determining precisely when an interest requires disclosure, see Flowcharts: Declaration of a director's interests—proposed transaction or arrangement and Declaration of a director's interests—existing transaction or arrangement. Some or all of the statutory rules on declaring a director's interests could also potentially extend to other companies and entities of various types;...
refers to the transition from manual, paper-based or other analogue, non-digital processes to integrated digital technologies and tools that enable the efficient flow and movement of goods, information and finances between suppliers, manufacturers, logistics providers and customers. In practice, this means the adoption and integration of digital solutions across all stages of the supply chain, from sourcing and procurement through to production, distribution and delivery. Digitalisation is realised using a range of technologies including data analytics, automation, artificial intelligence ( AI), blockchain and the Internet of Things ( Io T). Its importance has increased as supply chains have become more volatile, complex, opaque and cost-intensive. Today, supply chains face significant risks from global disruptions (such as the COVID-19 pandemic, geopolitical tensions and trade restrictions, including tariffs), extreme weather and climate-related events, regulatory pressures and rising expectations for...
This Practice Note monitors key consumer protection developments under the Digital Markets, Competition and Consumers Act 2024 ( DMCCA 2024), which obtained Royal Assent on 24 May 2024. DMCCA 2024 brings major reforms to UK consumer protection law, competition law and the regulation of digital markets. Some elements commenced on Royal Assent; however, most principal provisions and duties will be, or have been, activated subsequently by secondary legislation. It sets out notable dates for your diary and prior milestones relating to the following: DMCCA 2024—progress to Royal Assent Part 3—enforcement of consumer protection law: Legislation Guidance Part 4—consumer rights and disputes: Legislation Guidance Regulatory action and investigations For a high-level summary of the consumer protection measures in DMCCA 2024, see Practice Note: The Digital Markets, Competition and Consumers Act 2024—key consumer protection provisions. For detailed guidance on provisions currently in force, see Practice...
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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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