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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 practical guidance relates to the pre- Procurement Act 2023 regime This Practice Note provides direction for public procurement processes initiated before the Procurement Act 2023 ( PA 2023) took effect on 24 February 2025. Any in-scope procurement started on or after that date is subject to PA 2023. Under PA 2023’s transitional and savings arrangements, the former procurement regimes continue so far as is required to enable contracting authorities to finalise and administer procurements begun before commencement (ie procurements already under way). This Practice Note should be read on that basis. For background, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Additional practical material on PA 2023 appears in a separate subtopic, see: Procurement Act 2023—overview, which includes the following Practice Note: How to deal with confidentiality issues— PA...
Brexit, and public procurement reform The UK’s public procurement framework stems from EU procurement rules and, as a result, was touched by the UK’s departure from the EU—though only in a limited way. In substance, procurement law in the UK has largely carried on with only minor alterations, pending the arrival of the forthcoming procurement reform. For more detail, see Practice Note: Public procurement reform. The Public Procurement ( Amendment etc) ( EU Exit) Regulations 2020 amended and revoked elements of procurement legislation to resolve practical issues arising from Brexit, and to ensure the system continued to function effectively once the UK had left the EU and the related transitional arrangements concluded at 11 pm on 31 December 2020 ( IP completion day). Those changes formed part of the broader domestic legislative programme associated with Brexit, introduced under the European Union (...
ARCHIVED: This Practice Note is archived and not maintained This Practice Note offers background reading on concessions contracts procurement as it operated before the Concession Contracts Regulations 2016 ( SI 2016/273) took effect on 18 April 2016, implementing Directive 2014/23/ EU and establishing a new regime for procuring works concessions and service concessions. It describes the law as it stood before 18 April 2016 and is not maintained; it is provided for background information only. For the current regime, see Practice Note: Introduction to concession contracts procurement. What is a concession contract? A concession contract is an arrangement between a contracting authority and suppliers (typically private companies) under which suppliers are granted the right to exploit works or services for their own commercial benefit. In concession contracts, suppliers are paid either solely through third-party sources—usually users of the service, i.e. the general public—or partly by the...
STOP PRESS: On 19 June 2025, the Data ( Use and Access) Bill obtained Royal Assent, becoming the Data ( Use and Access) Act 2025 ( DUAA 2025) and entering partly into force on that date. Certain provisions of DUAA 2025, addressing matters such as dealing with data subject access requests and conferring powers to make further regulations, took effect immediately on 19 June 2025. Other provisions, concerning notices from the Information Commissioner and particular aspects of law enforcement processing, commenced on 19 August 2025 (being two months from the date of Royal Assent). The majority of DUAA 2025’s measures require further regulations (in the form of statutory instruments) to be made to bring them into operation. Parts 5 and 6 of DUAA 2025 act to amend aspects of data protection and e Privacy law in the UK, including the United Kingdom General Data...
This practical guidance relates to the pre- Procurement Act 2023 regime This Practice Note offers advice for public procurement exercises started before the Procurement Act 2023 ( PA 2023) came into force on 24 February 2025. Procurements within scope that commence on or after that date are subject to PA 2023. Under the Act’s transitional and savings provisions, the former public procurement regimes remain in operation as needed so contracting authorities can finalise and manage procurements initiated before PA 2023 took effect (ie procurements that are still ongoing). This Practice Note should be read on that basis. For background reading, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Further practical guidance on PA 2023 is provided in a separate subtopic, see: Procurement Act 2023—overview. Public procurement under the Public Contracts Regulations 2015 Under the Public Contracts Regulations 2015 ( PCR 2015), SI...
The table below sets out a comparison of the features and benefits of a scheme of arrangement (see: Schemes of arrangement—overview) against two alternative procedures in England and Wales, the company voluntary arrangement ( CVA) (see: Company voluntary arrangements—overview) and administration (see: Administration—overview). Although schemes and CVAs are genuine substitutes, and cannot be pursued together, administration is a separate insolvency process that can be combined with either a scheme or a CVA (see Re Petropavlovsk plc (in administration), where schemes were used to exit the administrations). Control of process Scheme of arrangement: A scheme is not a formal insolvency process, and making a court application in connection with a scheme does not disturb the company’s management. CVA: A CVA proceeds under the oversight of the nominee/supervisor, who must be an insolvency practitioner; nevertheless, the directors remain in charge of the...
This Practice Note introduces two categories of cargo carrier—common carriers and private carriers—and sets out the key features of their respective liabilities within contractual relationships. It deals solely with the carriage of goods and does not extend to passenger transport. Definition of carrier A ‘carrier’ is, in simple terms, a person who transports cargo (and, in other contexts, passengers—though passenger carriage falls outside this Practice Note) for the benefit of others, whether free of charge or for payment (a ‘reward’). The types of carrier are: common carriers private carriers other carriers with special rights and duties For the avoidance of doubt, the following are not carriers: stevedores forwarding agents who only arrange or procure carriage by others Although not carriers for the purposes of this Practice Note, logistics companies often contract with clients on terms that address the storage and movement of goods. The...
This Practice Note This Practice Note explains how information set out in a document, or a statement given by or on behalf of a person, can be relied upon where authenticity must be verified in a commercial setting. It outlines the principal ways to validate information and documents, indicates when statutory declarations, oaths, affirmations and affidavits are appropriate, how to check they have been properly prepared, and offers guidance for practitioners when employing these validation methods. It sets out the requirements for: Statutory declarations Oaths Affirmations Affidavits Formalities for administering statutory declarations, oaths, affirmations and affidavits Statutory declarations and affidavits out of jurisdiction For information on notaries, their purpose, steps required to notarise a document and the meaning of legalisation, see Practice Note: Notaries and notarisation. For guidance on certified copies, including what a certified copy is, when a...
This Practice Note This Practice Note serves as a practical ‘how to’ for assessing an NDA (also referred to as a non-disclosure agreement or confidentiality agreement) and directs you to relevant materials. It sets out a snapshot of what an NDA comprises, when it is needed in a commercial deal, and offers a high-level overview of the legal and practical points to weigh up when considering an NDA. For links to fuller guidance on the law of confidentiality, refer to Precedent: Confidentiality—training materials and Confidential information—overview. For further insight into how confidentiality duties are commonly addressed in commercial agreements, see Practice Note: Trade secrets and confidential information—protection and enforcement. Where confidential information is exchanged, the assumption is that the disclosing party will usually prepare and circulate an NDA, with the recipient undertaking review. That said, in many circumstances information flows both ways, making it...
ARCHIVED: This Practice Note has been archived and is no longer being maintained or updated for future use at present. At 11 pm ( GMT) on 31 December 2020, the implementation period — designed to allow the UK to move away from the EU’s legal framework and bodies — formally came to a close in the UK. That moment in time (termed ‘ IP completion day’ within this note) triggered immediate, material changes to the UK’s domestic legal order and regulatory landscape. This Practice Note briefly outlines what this meant in practice for the following areas and themes of Commercial law and practice: Overview—what happened on 31 December 2020 Commercial law implications of the EU- UK Trade and Cooperation Agreement Advertising Agency Confidential information Consumer protection Contract clauses Contract breach and remedies Contractual joint ventures Data...
Commercial contracts— Egypt— Q& A guide [ Archived, 2022 edition] This Practice Note offers a jurisdiction-specific Q& A on commercial contracts in Egypt, issued within the Lexology Getting the Deal Through series by Law Business Research (published: January 2022). Authors: Eldib Advocates— Richard G Tibichrani; Mohamed Abdel Rehim 1. Is there an obligation to use good faith when negotiating a contract? Article 148/1 of Egyptian Civil Law No. 131/1948 provides that contractual obligations must be performed in good faith by both parties. Accordingly, Egyptian law—and therefore the courts—upholds the good faith principle even where a contract is silent on it. This approach is considered to reach into the pre-contractual stage. 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction? Under Egyptian law, courts generally treat the last version of the contract agreed before performance begins as the binding agreement between the parties. Notably, it was...
This Practice Note examines the scope of the Commercial Agents ( Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053. It outlines how the Commercial Agents Regulations apply, clarifies who qualifies as a Commercial Agent under them, identifies categories of individuals excluded who might otherwise fit that description, addresses the secondary activities exclusion, and considers sub-agents. Background The Commercial Agents Regulations took effect on 1 January 1994, giving domestic effect to Council Directive 86/653/ EEC ( OJ L 382/17), the EU Commercial Agents Directive. Although originating in EU law, they were preserved by the European Union ( Withdrawal) Act 2018 (as amended) from 11 pm on 31 December 2020 ( IP completion day). They have not been revoked by the Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023) and, from 1 January 2024, are treated in the UK as...
ARCHIVED: This Practice Note has been archived and is not maintained. It examines the impact of Brexit on commercial contractual clauses ahead of IP completion day. For details on how IP completion day affects commercial clauses, see Practice Note: What does IP completion day mean for contract clauses? The UK’s withdrawal from the EU on exit day, the implementation period, and the time beyond create a range of implications for the drafting, negotiation, and enforcement of contracts governed by English law. This Practice Note focuses on the potential effects that Brexit may have on business-to-business ( B2B) commercial contract clauses specifically. In particular, it assesses whether Brexit might influence, alter, or give rise to a need for: warranty clause hardship clause force majeure clause business continuity clause price variation clause For the impact that Brexit may have on the drafting, negotiation and enforcement of B2B boilerplate clauses, see Practice Note:...
In banking transactions, guarantees are commonly used as collateral for debt. In that setting, they comprise a contractual arrangement under which one party (the guarantor) undertakes to be answerable for the liability of another (the principal) to a further party. They do not confer rights over property. In this sense, guarantees are characterised as quasi-security. This Practice Note considers: the key characteristics of guarantees how guarantees are used in financing transactions why lenders prefer documentation to include both a guarantee and an indemnity which obligations are commonly guaranteed in finance transactions—obligations under a specific transaction or ‘all moneys’? whose obligations are commonly guaranteed in finance transactions the use of limited guarantees the importance for lenders of understanding guarantor rights and protections This Practice Note does not deal with on demand guarantees (see Practice Note: On demand guarantees and...
Practice Note This Practice Note offers practical guidance for general commercial practitioners on matters to weigh up when drafting a business-to-business agreement or arrangement intended to minimise the harmful consequences of unforeseen events, shifts in the economic climate, crisis, disaster, or other circumstances beyond the contracting parties' control. It is equally pertinent for practitioners when preparing a contract during a force majeure or other ongoing disruptive event. The Practice Note also examines illegality, hardship, business continuity, rights to terminate, and key risk-mitigation clauses, including those addressing price variation, currency exchange fluctuations, indemnities, insurance, and contract review. For a concise 'how to' guide on preparing contracts to cover unforeseen events that signposts relevant content, with links to potentially relevant issues such as clauses dealing with force majeure, and other commercial and practical considerations, see Practice Note: How to draft a contract to cover...
This Practice Note serves as a practical ‘how to’ on avoiding unfair commercial practices with consumers. It explains what businesses can do to stay within the unfair commercial practices ( UCP) provisions of the Digital Markets, Competition and Consumers Act 2024 ( DMCCA 2024), including avoiding drip pricing and taking reasonable and proportionate steps to prevent and remove fake reviews. Where appropriate, it signposts to other detailed notes on consumer law and practice. For a general introduction to the consumer protection provisions of DMCCA 2024 and detailed tracking, see Practice Notes: The Digital Markets, Competition and Consumers Act 2024—key consumer protection provisions and Digital Markets, Competition and Consumers Act 2024—consumer protection tracker. What is an unfair commercial practice? Unfair commercial practices are prohibited under DMCCA 2024, s 225(1). A ‘commercial practice’ means any act or omission by a trader connected to promoting or...
ARCHIVED : This Practice Note is archived and no longer updated or maintained. It supplies background reading on pre-qualification questionnaires in public procurement before the advent of new statutory guidance and the revised standard form Selection Questionnaire ( SQ) for above-threshold public procurement exercises under the Public Contracts Regulations 2015, SI 2015/102. It sets out the law as it stood prior to 9 September 2016 and is not maintained; it is provided for background information only. For more information on the current regime, see Practice Note: Pre-qualification and selection questionnaires. How pre-qualification questionnaires are used In UK practice, the information required to assess bidders’ credentials for public contracts is conventionally collected by means of a pre-qualification questionnaire ( PQQ). In procedures governed by the EU public procurement rules (see Practice Note: Introduction to public contracts procurement), the information gathered through the PQQ is used to confirm...
ARCHIVED: This Practice Note has been archived and is not maintained For the 2020 version of the rule, see Incoterms® 2020 Rules— DAP Delivered at place. ICC publications appear here with permission from ICC Publishing SA. This and other ICC works can be sourced from: ICC Publishing SA, 33-43 avenue du Président Wilson, 75116 Paris, France ICC United Kingdom, 1st Floor, 1-3 Staple Inn London, WC1V 7QH, United Kingdom www.iccwbo.org Incoterms® 2010 rules were replaced by Incoterms® 2020 with effect from 1 January 2020. For the DAP term applicable from 1 January 2020, consult Practice Note: Incoterms® 2020 Rules— DAP Delivered at place. DAP (insert named place of destination) Incoterms® 2010 Guidance note This rule is usable for any chosen mode of transport and likewise where multiple modes are involved. ‘ Delivered at Place’ signifies that delivery occurs when the seller places the goods at the...
ARCHIVED: This Practice Note is archived and no longer maintained. The commercial tracker monitors UK legislative activity ( Bills underway, Acts in force, Statutory Instruments in progress and in force), Supreme Court and Court of Appeal judgments, plus consultations, calls for evidence and inquiries tied to commercial law in 2024. For current commercial updates, see Practice Note: Commercial tracker. For earlier coverage, see: Commercial tracker 2023 [ Archived] and Commercial tracker 2022 [ Archived]. This Commercial tracker includes the following sections: Legislation Bills in progress Discontinued Bills Acts in force Statutory instruments in progress Statutory instruments in force Cases ...
Choosing the joint venture vehicle A joint venture is not recognised in English law as a separate legal form. Rather, it is a commercial arrangement in which two or more parties agree to combine resources to deliver a defined project or other business activity. The term spans a wide range of scenarios, from structural solutions that establish or shift economic control of a legal entity—such as joint venture companies or partnerships—to non‑structural approaches, including contractual joint projects and informal, undocumented collaborations. A joint venture may be set up for a single initiative, a set timeframe, or as an ongoing business relationship. Parties considering a joint venture have several structural routes open to them, and the most suitable model will turn on their particular circumstances. Commonly used structures include: Corporate joint venture—creating a separate limited company in which each party holds shares Joint...
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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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