Legal Practice Notes

This Practice Note Use this Practice Note when identifying the governing law for contracts concluded on or after 1 January 2021. UK courts apply a different applicable law regime to agreements formed before 1 January 2021. The operative regime turns on the date the contract was made. For guidance on the regimes and how they interact, see Practice Note: Applicable law regimes. This Practice Note cites UK Rome I, Regulation ( EC) 593/2008. Previously called Retained Rome I, from 1 January 2024 it is styled Assimilated Rome I—the alteration is in title only; the regulation’s provisions are unchanged. Authorities may use either label, and for convenience this Practice Note uses UK Rome I. For information on assimilated law, see Practice Note: Assimilated law. This Practice Note explains when and why UK Rome I, Regulation ( EC) 593/2008 was introduced. It addresses the...

Incorporated v unincorporated charities Charities commonly adopt a range of incorporated and unincorporated forms. Corporate forms eligible for charitable status include: a charitable company (almost always a company limited by guarantee) a co-operative society or community benefit society (formerly termed industrial and provident societies) charity trustees incorporated under Part 12 of the Charities Act 2011 ( CA 2011) a charitable incorporated organisation (ie the limited-liability model created by Part 11 of CA 2011), requiring registration solely with the Charity Commission a body corporate established by Act of Parliament or Royal Charter (eg the Official Custodian for Charities) Unincorporated charities take one of two forms: a charitable trust; or a charitable unincorporated association Charitable company A charitable company may enter into contracts, execute deeds and issue other documents in the same way as any company formed under the Companies Acts......

Although damages are the principal remedy for a contractual breach (see Practice Note: contractual damages—general principles and related content), there are times in contract disputes—particularly where the agreement has not, or not yet, been breached—when damages are unavailable or not the most fitting response. In those circumstances, the court has a discretionary power to grant equitable relief, which may include: specific performance of any outstanding contractual obligations declaratory relief, for example as to the construction of a particular contractual term injunctive relief (interim or final) compelling a party in breach/about to breach to act or to refrain from acting rectification of a contract or of a deed rescission of a contract or of a deed Where damages for breach are claimed they are ordinarily advanced and, if granted, assessed by reference to the accepted compensatory purpose of contractual damages, ie to place the innocent party in the position they would have...

This Practice Note explores various alternative dispute resolution ( ADR) options used in cross-border disputes. What is ADR? ADR denotes a collection of methods for resolving disagreements other than through the trial process. It offers a confidential means of settlement outside a court of law, whereby a dispute or difference is referred to an impartial individual or panel, either for determination or to help the parties achieve a negotiated resolution of their dispute. The process may lead to a binding outcome if the agreement by which the parties submit the dispute to ADR so provides. Note that the Commercial Court Guide and the Circuit Commercial Court Guide use the term negotiated dispute resolution ( NDR), which can broadly be classified as either facilitated processes or imposed decisions. The two principal forms of ADR are arbitration and mediation. For insight into the range of ADR types...

This Practice Note sets out the respective rights and responsibilities of a principal and their agent, whether arising under law by implication or expressly contained within the agency agreement. It reviews the nature and status of an agent’s appointment and the fiduciary obligations an agent owes to the principal. It also outlines remedies for breach of duty, including actions for damages and for an account... General In business contexts, the rights and duties of principal and agent are usually captured in a written agency agreement. Where the agreement is silent, the law may imply additional obligations. Notably, the Commercial Agents ( Council Directive) Regulations 1993, SI 1993/3053, set out specific rules for commercial agents which, in most circumstances, cannot be excluded by contract. For issues concerning commercial agents, see Practice Notes: Commercial agency, Relationship of commercial agent and principal, and Termination of...

Any attempt to limit or exclude liability for defective products in a contract term, notice, or other provision is prohibited. Under CPA 1987, matters fall into four main categories: the injured person cannot discharge the burden of proof the defendant establishes one of the statutory defences in CPA 1987, s 4 the claimant is barred by one or more of the CPA 1987 time limits the defences of contributory negligence or volenti non fit injuria (the willing acceptance of risk) apply Although liability imposed by CPA 1987 is strict, it is not absolute. There remains room to avoid liability where producers can make out one or more statutory defences. Statutory defences Compliance with UK or assimilated EU law This statutory defence will succeed if the defendant demonstrates the defect arose from compliance with a requirement imposed by UK or EU law. From IP...

This Practice Note considers non-compete clauses in commercial agreements and the effect of the Competition Act 1998 ( Vertical Agreements Block Exemption) Order 2022, SI 2022/516 (the UK VABEO) Non-compete clauses are contractual commitments that curb a party from competing with another’s business. They appear in numerous guises and are described using varied terminology; they may equally be labelled exclusivity clauses, exclusivity provisions, non-poaching clauses, non-solicitation clauses, restraint of trade clauses, or restrictive covenants. This Practice Note examines the impact of the UK VABEO and reviews the following familiar types of non-compete restriction found in standard vertical commercial arrangements where the parties are neither actual nor potential rivals: non-compete clauses in distribution agreements etc non-compete clauses in consultancy agreements exclusive supply obligations exclusive purchase obligations minimum spend...

This Practice Note explores circumstances in which a party hiring an independent contractor may owe non-delegable duties or be fixed with vicarious liability in tort for the contractor’s acts or omissions. Remaining liable for acts and omissions of contractors Commercial organisations frequently outsource obligations or services owed to third parties to contractors. While this can be done to a degree, the engaging party may still be responsible for the acts and omissions of those contractors. Such responsibility may arise through contractual liability, the law of agency, vicarious liability or non-delegable duties. Accordingly, when appointing independent contractors, it is essential to understand any continuing exposure so as to advise on risk, caps and exclusions of liability, and insurance. This Practice Note concentrates specifically on vicarious liability and non-delegable duties in the context of engaging independent contractors. The position in...

This Practice Note outlines the various legal foundations of consumer protection concerning dangerous or defective products. It examines civil actions—such as breach of contract, negligence and breach of statutory duty—together with criminal liability and regulatory proceedings. For a summary of the product liability material, see: Product liability—overview. Introduction Product incidents typically fall into two groups: those where using the product creates a risk of harm (‘dangerous products’ or ‘unsafe products’), and those where the product fails to operate as intended (‘defective products’) In either scenario, a recall or other corrective measure may be necessary to safeguard the brand, and affected consumers may pursue civil claims. That said, quality concerns on their own will seldom lead to criminal penalties for suppliers or manufacturers. For more details on recalls and corrective steps, see: Practice Note: Product safety notification and corrective actions Product...

This Practice Note provides guidance on the meaning, application and significance of frequently used expressions in exclusion and limitation of liability clauses in commercial agreements, including the following terms: abandonment wilful misconduct deliberate default It reviews how case law has interpreted these expressions and offers pointers for parties when drafting and negotiating commercial agreements. What is an exclusion or limitation of liability clause? An exclusion clause is a contractual provision that specifies what liability is excluded, sometimes described as an exemption clause. A limitation of liability clause is a contractual provision that sets boundaries on liability. Both types of clauses are controlled by statute and the common law. For an overview of those controls, see Practice Note: Exclusion and limitation of liability and for an example of a limitation provision, see Precedent: Limitation of liability clause. What do the terms used in these types of...

Overview This Practice Note outlines the principal distinctions between the UK’s vertical block exemption, the Competition Act 1998 ( Vertical Agreements Block Exemption) Order 2022 ( UK VABEO), and the EU’s Vertical Block Exemption Regulation 2022/720 ( EU VBER). On 1 June 2022, both the UK VABEO and the EU VBER took effect, displacing the earlier vertical block exemption, EU Regulation 330/2010 ( VBER 2010), which had remained part of UK law after Brexit until it lapsed. The UK VABEO is accompanied by the CMA’s Vertical Agreements Block Exemption Order Guidance ( VABEO Guidance), and the EU VBER is accompanied by the Commission’s Guidelines on Vertical Restraints ( Commission Guidelines)......

This Practice Note This Practice Note sets out who holds ownership of IP generated in the course of employment. It then outlines the legal position and prevailing practice for businesses when securing IP rights from employees and contractors, highlighting key considerations. It further offers practical guidance on the principal IP clauses and related provisions commonly found in employment contracts and contractor agreements, as well as practical steps. On a day-to-day basis, employees, consultants and contractors create valuable IP for organisations as part of their assigned duties and responsibilities within their roles. For example: R& D personnel may devise inventions that are capable of being protected by patent. They may also develop new formulae, recipes or algorithms, or design novel methods or processes to make operations more efficient. If these are kept confidential, significant rights can exist as know-how or trade...

This Practice Note provides a concise overview of the principal consumer laws that organisations engaging with consumers ought to know. It reviews the core rules that apply when trading with, or contracting for, consumers in the UK, together with other significant legislation that shapes the business-to-consumer relationship in areas such as advertising, data protection, e‑commerce, product liability and safety, the supply of services, and civil enforcement and consumer disputes, as well as additional measures that protect consumers. It does not address sector‑specific regimes (eg travel and transport, insurance, consumer credit, gambling, charities), product‑specific regimes (eg alcohol, tobacco, animal/food/textile products, cars, medicines, fireworks), requirements on product or packaging marking or labelling, underage sales, or environmental legislation. EU legislation is outside the scope of this Practice Note. For further detail, see Practice Note: Key EU consumer...

This Practice Note sets out an overview of principal legislation and regulation that affect business to business ( B2B) contracts for the provision of services. It addresses the Supply of Goods and Services Act 1982 ( SGSA 1982), Equality Act 2010 ( Eq A 2010), Bribery Act 2010 ( BA 2010), Criminal Finances Act 2017 ( CFA 2017), Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023), Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE), SI 2006/246, Modern Slavery Act 2015 ( MSA 2015), data protection legislation and statutory restrictions on ipso facto clauses, insofar as these bear upon the supply of services. The Practice Note also weighs the use of standard terms and conditions against bespoke agreements when documenting supply of services transactions. It further gives a synopsis of the various forms of contract used for...

Standby letters of credit Standby letters of credit (sometimes called standby credits) sit within the wider category of letters of credit. They tend to be used in much the same way as on demand guarantees and performance bonds (see Practice Note: On demand guarantees and bonds). Their role is to secure payment or other obligations if a contracting party fails to perform. A beneficiary under a standby letter of credit anticipates payment only where the counterparty is in default. For further detail on standby letters of credit, see Practice Note: Characteristics of standby letters of credit. The International Chamber of Commerce ( ICC) has produced standard rules and customary practices for letters of credit, which also cover standby credits. Adoption of those rules and practices is not compulsory. Parties are free to incorporate them into their arrangements if they choose......

This Practice Note explains secondary ticketing within the online marketplace and summarises the principal legal issues and regulation that apply in the UK. It excludes the resale of tickets at physical locations outside venues or by other offline methods. It does not address non-online resale at outside venues either, of any kind. FORTHCOMING CHANGE: In November 2025, the government announced proposals for new rules that will: criminalise any resale of tickets above face value; prohibit the charging of a service fee beyond a specified cap; oblige resale platforms to monitor and enforce compliance with the price cap; forbid individuals from reselling more tickets than they were entitled to buy in the initial ticket sale. For further information, see: LNB News 20/11/2025 15. This Practice Note provides practical guidance on the law currently in force. It will nevertheless be impacted by the above...

This Practice Note deals with on demand guarantees and bonds. ( It does not address conditional guarantees and bonds, which are generally issued by insurance companies and fall outside the scope of this Practice Note.) On demand guarantees and bonds are ordinarily issued by banks at their customers’ request as a form of quasi‑security for contractual obligations that the bank’s customer has undertaken with a third party. This Practice Note outlines: the purpose and common applications of on demand guarantees and bonds the distinction between: on demand guarantees and bonds, and guarantees in the traditional sense of the term the structure and parties involved in on demand guarantee and bond transactions the principal...

What is novation of a contract? At certain points, rather than transferring the benefit of a contract to a third party, the original counterparties may prefer to discharge their mutual obligations and, effectively, put the arrangement in place afresh, with the third party replacing one of them. This is the usual form of novation. When advising a client, you should understand the conditions for a valid novation and the implications for both the incoming party and the departing novation party once novation occurs, some of which might be avoided at the drafting stage. A Precedent: Novation agreement—long form is available. For a practical overview of novating commercial contracts with links to relevant precedents, see Practice Note: How to novate a contract. For this Practice Note, the parties to the novation are referred to as: remaining party—( A) outgoing party—( B) incoming party—( C) ......

ARCHIVED: This Practice Note is archived and no longer updated. The UK has enacted The Competition Act 1998 ( Vertical Agreements Block Exemption) Order 2022 ( VABEO). From 1 June 2022, VABEO superseded the Vertical Restraints Block Exemption Regulation 330/2010 ( VBER 2010) in the UK. The European Commission has also brought in the Vertical Block Exemption Regulation 2022/720 ( VBER 2022), which replaced VBER 2010 in the EU on the same date. Together with their 2022 guidance/guidelines, the UK’s VABEO and the EU’s VBER 2022 materially alter how most-favoured nation ( MFN) clauses are approached. This Practice Note predates both instruments and reviews how MFNs were treated by the European Commission and national competition authorities before VABEO and VBER 2022. For analysis of MFNs in the EU under Article 101 TFEU, VBER 2022 and the Commission’s 2022 Guidelines on Vertical...

Using metatags and keyword advertising is lawful, yet it has prompted disputes where site operators select competitors’ trade marks as keywords to channel traffic to their own pages. The competitor’s trade mark is usually not visible in the advert or on the advertiser’s site, but the advert or the web link appears when an internet user enters the competitor’s mark as a search term. The central issue is whether employing third-party trade marks in metatags or keyword advertising amounts to infringement. Terminology ‘ Metatags’ are keywords and descriptions inserted in the invisible hypertext mark-up language (html) of websites. They indicate a site’s content. When an internet user types a keyword or description into a search engine, it searches the metatags as well as the visible text on websites to present a list of the most relevant sites (the ‘natural’ results). Website owners use metatags to...