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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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Within Lexis+ UK Legal Research, the following key Commercial resources deliver practical commentary, legislation, rules and guidance for commercial lawyers in private practice or in-house. These titles are available only with the relevant Lexis+ UK Legal Research subscription(s). Consumer law Butterworths Trading and Consumer Law The definitive consumer law text, spanning unfair commercial practices; criminal controls on consumer transactions; fair trading and civil liability for goods, services and digital content; price display and promotions; advertising; and consumer credit. Structured for practical use, it offers an all-encompassing treatment that practitioners will value. Arranged to give a hands-on approach to trading standards law, it is tailored for those who regularly enforce, comply with or advise on consumer protection. Who should use this resource? Lawyers who frequently enforce, comply with, or advise on consumer protection. Enforcement of Consumer Rights and...
This Practice Note sets out practical guidance on the correct execution of simple contracts and deeds by administrative receivers... Quick view The summary below outlines the execution formalities relevant to administrative receivers and points to the location of matching precedent execution clauses. For more detail, navigate to the document type using the links in the first column... Document type: Simple contracts By the company ( Companies Act 2006, s 43(1)(a)): Using the company’s common seal, applied by the administrative receiver under the power in the debenture under which they are appointed — Execution clause—administrative receiver—contract ( Option 2). By the administrative receiver’s signature under the power granted in that debenture, signing in the presence of a witness — Execution...
This Practice Note outlines the nature of waiver and release within commercial contracts, distinguishes between them, and summarises the clauses that address waiver (commonly called a ‘no-waiver’ clause) and release. The waiver clause is widely recognised as a boilerplate provision aimed at preventing unintended waivers of legal rights from taking effect, including the right to terminate after a breach of contract. What does ‘waiver’ mean? In contract law, ‘waiver’ may carry different senses, but most often describes a concession granted by one party whereby it does not demand strict performance by the other of a contractual duty, whether before or after any breach of the term being waived. For discussion of other potential meanings, see: Waiver: Halsbury’s Laws of England [251]. Types of waiver Express Implied from conduct In either case, it must amount to an unequivocal representation arising from a positive and...
Damages or compensation payment may attract VAT Whether VAT applies to a damages or compensation payment depends on the precise purpose of the sum. Where the amount is purely compensatory and not consideration connected to a supply, it sits outside the scope of VAT. However, if the recipient (the claimant) provides something in return, that constitutes a supply for VAT purposes. Getting the VAT treatment correct is essential. If the sum is VATable, the claimant will expect the defendant to pay VAT on top of the core damages or compensation. Where the payment is made under a settlement agreement, that document should state that any VAT is payable in addition to the principal; otherwise the figure is treated as VAT-inclusive. If the defendant is a business with full VAT recovery it should be able to reclaim the VAT, but only where VAT was in fact...
This Practice Note examines in detail the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023). ECCTA 2023 obtained Royal Assent on 26 October 2023 and came into force on 1 September 2025 via the Economic Crime and Corporate Transparency Act 2023 ( Commencement No 4) Regulations 2025, SI 2025/349 (see: LNB News 17/03/2025 1). It sets out the offence’s constituent elements and overall scope, and compares it with the other corporate ‘failure to prevent’ offences concerning bribery and the facilitation of tax evasion. The Note also addresses the defence of having reasonable procedures to prevent fraud, describing what companies must build into their fraud prevention framework in order to rely on that defence in practice. Government statutory guidance has been issued on the offence, offering large organisations clear direction on the...
The Companies Act 2006 ( CA 2006) and The Company, Limited Liability Partnership and Business ( Names and Trading Disclosures) Regulations 2015, SI 2015/17 (the Names and Trading Disclosures Regulations 2015) oblige UK companies to display specified trading particulars. These include information about the company’s registered name, share capital, its directors and the registered office. Corporate transparency reform—company names Government plans to modernise Companies House are far-reaching. The vision is for a comprehensive transformation of the registrar, positioning it as the world’s most innovative, transparent and trusted registry. Through these measures, the government seeks to enhance the Registrar’s contribution to the UK economy while strengthening its ability to tackle economic crime. The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) secured Royal Assent on 26 October 2023. Its provisions will be brought into force in stages, giving companies and Companies House time to...
Who/what is the ASA? The Advertising Standards Authority ( ASA) is the UK’s independent regulator overseeing advertising in every type of media. It applies and enforces the Advertising Codes of Practice. The ASA Council serves as the final decision‑maker, ruling on whether advertisements meet the Codes of Practice, and you would generally only encounter the Council at the closing stage of the complaints process. For more information visit www. ASA.org.uk... Statutory regulatory objectives The UK’s regulatory framework is shaped by two committees that create the Codes implemented by the ASA: the Committee of Advertising Practice ( CAP), and the Broadcast Committee of Advertising Practice ( BCAP) CAP develops the UK Code of Non‑ Broadcast Advertising and Direct & Promotional Marketing ( CAP Code), while BCAP authors the UK Code of Broadcast Advertising ( BCAP Code) (together, the Codes of Practice). For further guidance, see...
This Practice Note presents an overview of the key features of the UK‑ EU Trade and Cooperation Agreement ( UK‑ EU TCA) that pertain to trade in services between the UK and the EU. It explains the TCA’s scope for services and the generally applicable principles, including Market Access, National Treatment, Most Favoured Nation ( MFN), Domestic Regulation, performance requirements, recognition of professional qualifications, entry and temporary stay of persons for business purposes, and the nationality of senior management and boards. It also outlines disciplines tailored to delivery services, telecommunications services, financial services, international maritime transport services, and legal services. Introduction to the UK- EU Trade and Cooperation Agreement On 24 December 2020, UK and EU negotiators reached a deal defining their future relationship. The UK‑ EU TCA is a comprehensive accord responding to the UK’s withdrawal from the EU’s internal market ( Brexit)....
Scope and purpose This Practice Note is designed to support the review and/or negotiation of a drop ship agreement, and is issued alongside Precedents: Drop ship agreement—pro-customer (merchant) and Drop ship agreement—pro-supplier. The expression ‘drop shipping’ is frequently used loosely to describe a range of supply chain structures and, in theory, may occur at several different points in the chain, eg manufacturer to distributor, distributor to merchant, or manufacturer to merchant. The common thread across these variants is an arrangement enabling a merchant to trade without stock holding constraints by placing responsibility for physical inventory and fulfilment with a third party. Traditionally that third party was the goods’ manufacturer; however, with the growth of multiple platforms, it may equally be another reseller. The above Precedents reflect the classic drop shipping model where the third party is the manufacturer (or other seller) to the...
This Practice Note outlines several frequently encountered assignment situations and the principal points to bear in mind when dealing with them, including intra-group transfers, the assignment of debts, and warranties. For insight into the requirements for a valid contractual assignment, see Practice Note: What constitutes a valid assignment of a contract? For practical and commercial factors relevant to assigning contractual rights, see Practice Note: How to assign rights under a contract. Intra-group assignment Companies within a group commonly wish to be able to transfer contractual rights between entities without obtaining consent, as a matter of internal flexibility. This can be particularly relevant where an assignee may later cease to belong to the assignor’s group. In such circumstances, the assignee might be required to assign the rights back to the assignor, or to another member of the assignor’s group, immediately on ceasing to be part of the...
This Practice Note considers exclusion and limitation of liability in business-to-consumer ( B2C) contracts and notices It examines the Consumer Rights Act 2015 ( CRA 2015) together with the Competition and Markets Authority’s guidance on unfair terms relating to exclusion and limitation of liability ( CMA Guidance). It also offers drafting guidance for exclusion and limitation of liability provisions, often described as: limitation of liability clauses limitation clauses exclusion of liability clauses disclaimers exclusion clauses exemption clauses Following its late 2025 announcement (see: LNB News 22/10/2025 12), on 22 January 2026 the CMA launched a consultation on updated draft unfair terms guidance. The draft does not materially change the law’s interpretation; rather, it captures post-2015 case law and the DMCCA 2024 enforcement framework. While the statutory tests of fairness and transparency remain, the guidance has been reframed to deliver more...
This Practice Note is a practical ‘how to’ on assigning rights under commercial contracts, directing you to related materials and cross-references to further content and guidance for additional reading. It sets out what assignment entails, how it is unlike novation, when assignment is suitable, the requirements for a valid assignment, further legal issues, and practical tips when passing rights under a contract in everyday practice. You cannot, strictly, assign a contract itself because, in general, the burden or obligations under a contract are not assignable. You can, however, assign the benefit, or rights, under a contract to a third party. For fuller guidance on occasions to assign contractual rights and matters to consider, see Practice Notes: Assigning contracts—common scenarios and considerations, What constitutes a valid assignment of a contract? and Drafting and negotiating an...
This Practice Note outlines how the relationship between a commercial agent and a principal is regulated by the Commercial Agents ( Council Directive) Regulations 1993, SI 1993/3053 (the Commercial Agents Regulations). For practical guidance on applying the Commercial Agents Regulations, see Practice Note: Commercial agency. Background The Commercial Agents Regulations took effect on 1 January 1994, implementing Council Directive 86/653/ EEC ( OJ L 382/17), the EU Commercial Agents Directive. Although derived from EU law, the Regulations were preserved by the European Union ( Withdrawal) Act 2018 (as amended) from 11 pm on 31 December 2020 ( IP completion day). They were not revoked by the Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023) and, from 1 January 2024, are treated as assimilated law in the UK. For further details, see Practice Notes: Introduction to the Retained EU Law (...
For UK VAT to be chargeable, a transaction must satisfy five cumulative criteria. Specifically, it must: amount to a supply of goods or a supply of services constitute a taxable supply occur in the UK be made by a taxable person be carried out in the course or furtherance of any business operated by that person This Practice Note explains what each of those five requirements means. It does not, however, consider the importation of goods or those cases where a UK customer is obliged to account for UK VAT on services received from abroad—ie, the reverse charge; for those topics, see Practice Notes: VAT—the reverse charge on cross-border supplies and VAT—importing goods. This Practice Note also includes references to EU Directives and case law; for details on the continuing significance of EU Directives, and of judgments of the Court of...
The rules applicable to advertising in the UK In the UK, advertising is governed by both statute and industry-run self-regulatory codes. A fundamental rule is that advertising must be clearly identifiable as advertising. This Practice Note reviews the provisions in the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing ( CAP Code) and the UK Code of Broadcast Advertising ( BCAP Code) on signalling advertising and the labels commonly used to achieve this. It introduces the self-regulatory framework and sets out specific guidance on applying CAP Code rules in the context of: advertisement features native advertising affiliate marketing social media advertising influencer advertising podcasts and audio streaming vlogs and live streaming reviews, testimonials and endorsements direct marketing Keep in mind that elements of the guidance may overlap. For instance, influencer advertising often includes...
Over a comparatively brief span, deploying tools to award public contracts has become routine and broadly established practice. As a result, professionals engaged in public procurement, within contracting authorities and among suppliers, must possess at least a basic understanding of these tools, and many bodies now hire experts specifically to manage this part of the lifecycle within their organisations. This Practice Note explores how such tools are being developed and applied for sourcing across the public sector—meaning the steps culminating in the award of a public contract or framework agreement (commonly termed ‘e- Sourcing’). The discussion covers e- Auctions and Dynamic Purchasing Systems ( DPS) used for sourcing. It is also worth highlighting that electronic tools can ‘e- Enable’ other activities, particularly ‘ Purchase-to- Pay’ ( P2P)—the transactional sequence of approving and placing orders (under contracts and framework...
What is product liability insurance? This cover indemnifies businesses for legal responsibility owed to end users of goods they make or supply. In general, such responsibility may stem from negligence (see: Donoghue v Stevenson), the strict regime under the Consumer Protection Act 1987 ( CPA 1987), or contractual duties, whether express or implied by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, or the Consumer Rights Act 2015. At its core, the policy responds to claims for personal injury or physical damage to property. It typically excludes loss to the faulty item itself and purely economic loss. This insurance is not mandatory and no single ‘standard form’ applies; numerous packaged options exist, frequently bundled with public liability and/or general liability insurance. Larger insureds with elevated risk, or those making or selling unusual goods, can obtain bespoke...
In contrast with numerous jurisdictions, the UK lacks a general unfair competition regime of its own. Brand owners aiming to stop rivals from selling lookalike goods or deploying deceptive adverts must depend on a mix of intellectual property rights, used together in practice rather than relying on a lone, overarching rule. Among these is also the common law action of passing off. Such claims proceed, in essence, on the basis that nobody may present their goods or services as those of another party. A frequent pattern involves a defendant reproducing the claimant’s packaging, get-up or branding so as to misstate the origin of its offerings. Set out below are the essential elements to prove passing off, together with an outline of potential defences, available remedies and pragmatic considerations to bear in mind. Passing off is regularly pleaded alongside trade mark...
This Practice Note serves as a practical ‘how to’ for delivering a compliant B2C telephone and print direct marketing campaign, and points you to relevant materials. It distils the key principles and legal rules governing direct marketing, and explains how they affect print and telephone activity. It also offers hands-on advice on the steps and issues to weigh up before dispatching marketing mailings or placing marketing calls to consumers. Given the variety of routes available for a direct marketing initiative, different legal considerations may arise depending on the campaign’s design, the copy used, the exact media chosen and the jurisdictions in scope. This Practice Note does not cover digital forms of direct marketing, such as social media advertising, mobile and virtual advertising. For a ‘how to’ on running a compliant direct marketing campaign in a digital setting, see Practice Note: How to run a...
This Practice Note sets out the purpose and importance of time of the essence clauses in commercial contracts. It outlines the general rule and its exceptions, and considers practical points for both supplier and customer when evaluating time of the essence provisions in supply of goods or services agreements. For a Precedent time of the essence clause with detailed drafting notes, see Precedent: clause. See also: Drafting and negotiating a time of the essence clause—checklist. For discussion of time of the essence clauses in the context of: construction contracts, see Practice Note: —construction contracts rent reviews, see Practice Note: A guide to rent review for property lawyers— When is time of the essence? Consequence of a time of the essence clause Where a contract stipulates that ‘time is of the essence’ for the performance of an obligation, there is a...
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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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