Legal Practice Notes

This Practice Note offers guidance on interpreting and applying the relevant provisions of the CPR. Depending on the court handling your case, you may need to consider additional requirements—see below. It clarifies when the Practice Direction Pre- Action Conduct and Protocols (the Practice Direction) takes effect and outlines its aims and principles. It also covers what a claimant should include in a letter of claim and what is expected in the defendant’s reply, and briefly touches on ADR, limitation and experts. When does the Practice Direction on Pre- Action Conduct and Protocols apply? The Practice Direction sets out the conduct generally expected of parties before proceedings are issued. Its provisions apply across the board, but it is specifically stated to govern where none of the more detailed pre-action protocols is relevant to your claim (see Practice Direction Pre- Action Conduct and Protocols, para 2). For...

This Practice Note condenses the law, guidance and practical approach to executing simple contracts and deeds. It highlights the main distinctions between deeds and simple contracts, pinpoints those transactions that must be effected by deed, and outlines the execution formalities for both. It also covers the need for signature, use of counterparts, dating, smart legal contracts, virtual execution and electronic signatures. We have created a comprehensive, interactive collection to help users recognise and navigate the concepts and recurring issues that arise when executing documents. Each section or phase provides practical guidance, precedent-style clauses and Q& As relevant to that stage. For further information, see: Execution collection. Creating contracts A contract is a binding agreement that confers rights and imposes obligations on two or more parties. There is extensive case law on contract principles which is not examined in detail here. Put simply, for a...

This Practice Note explores outsourcing within the insurance market. The related documents pod to the right links to a suite of Practice Notes that deliver broad, practical guidance on commercial outsourcing in general. Outsourcing in insurance Outsourcing has grown markedly across insurance in recent years. Where once insurers largely relied on binding authority arrangements limited to underwriting risk and handling claims, the rise of technology has driven expanded use of third‑party providers. A wide range of activities can now be externalised, including: form processing claims call handling auditing data collection the hiving off of entire books of business (for instance, life portfolios, whose long‑tail profile may require record retention and claims handling for decades after acquisition) Whilst outsourcing can and does deliver advantages for insurers and reinsurers, it also engages numerous legal and regulatory duties when functions are placed with third...

Practice Note This Practice Note examines how the English courts approach the meaning and effect of a jurisdiction agreement (also referred to as a choice of court agreement) under English common law. It sets out the elements required for a valid jurisdiction agreement and the courts’ general method for construing these provisions. Matters addressed include whether a dispute falls within the clause’s ambit and how the jurisdiction promise interacts with the wider contract, covering separability and the position where the contract is alleged to be void or voidable. The Note also considers the courts’ approach to jurisdiction agreements contained in related contracts, as well as how conflicting jurisdiction provisions are handled. In addition, it reviews the use of jurisdiction clauses in an underlying contract for the purposes of settlement disputes, and the effect of an English law clause where no...

This Practice Note is primarily for brands looking to work with influencers on specific social marketing campaigns and advertising promotions aimed at the French public. Overview of the French regulations applicable to influencers A new law with international reach The French regime governing influencers and their public interactions with consumers on behalf of brands and companies (the ‘ Influencers Law’) is designed to prevent scams and abusive conduct on social networks. Since its adoption, for the first time, certain influencer activities are either prohibited or strictly controlled. The Influencers Law sets out a comprehensive legal framework for anyone promoting goods or services on their social platforms. The law applies whenever an influencer targets a French audience, thereby extending its scope to foreign influencers who engage with people in France. Ordonnance No. 2024-978 of 6 November 2024 amended aspects of the Influencers Law to ensure...

This Practice Note considers exclusion and limitation of liability in business-to-business ( B2B) contracts. This Practice Note offers guidance on the common law and statutory controls that govern exclusion and limitation of liability clauses (also described as limitation of liability clauses, limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses), including the Unfair Contract Terms Act 1977 ( UCTA 1977) and the Misrepresentation Act 1967 ( MA 1967). It identifies which provisions amount to exemption clauses and sets out three central matters to address when drafting them or assessing them in a dispute: incorporation construction statutory controls It also outlines the courts’ treatment of attempts to exclude or restrict liability for certain breaches (eg fundamental breach) and for different heads of loss (eg direct loss, indirect and consequential loss, loss of profits, loss of use and loss of data). It notes common...

This Practice Note This Practice Note offers practical guidance on correctly and properly executing simple contracts and deeds for Law of Property Act receivers ( LPA receivers) or fixed charge receivers. Appointing an LPA/fixed charge receiver is a remedy available to the chargee (ie the holder of security over property) and is the remedy of a chargee. LPA/fixed charge receivership is not an insolvency process and does not necessarily, of itself, mean the chargor (ie the person who granted the security) is insolvent. An LPA/fixed charge receiver must be a natural person (ie a company cannot be a receiver) but need not be an insolvency practitioner or hold any other particular qualification. Unlike a liquidator, administrator or trustee in bankruptcy, an LPA/fixed charge receiver does not take control of the company as a whole (and, for an individual, does not control the...

This Practice Note sets out practical steps for arranging the execution of a document by an individual who has an impairment or disability, or where the individual and their adviser do not share the same language. For overarching guidance on executing contracts and deeds, see the following Practice Notes: Deeds Executing documents—deeds and simple contracts We have also created a comprehensive, interactive collection to help users recognise and navigate key concepts and frequent issues in document execution. Each stage includes practical guidance, precedent clauses and Q& As tailored to that phase. For further details, see: Execution collection. Inability to read or comprehend documents in writing An impairment may prevent a signatory from reading a document themselves, for instance where they are partially sighted or blind. It may equally be that the signatory does not read or speak the language used in the...

This Practice Note sets out practical guidance on the correct execution of simple contracts and deeds by limited liability partnerships ( LLPs). See also Precedents: Execution clause—limited liability partnership—contract and Execution clause—limited liability partnership—deed. For commentary on establishing an LLP, see Practice Note: Forming a limited liability partnership. We have created a collection that serves as a comprehensive, interactive tool to help users pinpoint and navigate the concepts and common issues that arise when executing documents. Each stage or phase supplies practical guidance, precedent clauses and Q& As relevant to that part. For further details, see: Execution collection. The law Before 1 October 2009, the execution formalities applicable to LLPs were contained in the Companies Act 1985. From 1 October 2009, LLPs have been governed by the Companies Act 2006 ( CA 2006) by virtue of, and as modified by, the Limited Liability...

This Practice Note This Practice Note outlines the available routes for recording a settlement, including by correspondence, by contract or deed, and via a Tomlin order or consent order. It examines the pros and cons of each approach, addressing the often tricky question of when an offer to settle is actually accepted, together with the related point about the footing on which negotiations take place (for instance, ' Without prejudice save as to costs' and/or ' Subject to contract'). It also details execution formalities for settlements effected by contracts and deeds, and includes example wording for counterparts. For help with making an offer to settle, see Practice Note: Settling disputes—settlement offers ( Calderbank, WPSAC and Part 36). For guidance on drafting the terms of a settlement agreement (whether signed as a contract or a deed), see Practice Note: Settling...

The ordinary time limit for defamation and malicious falsehood claims A claimant has one year to issue a defamation claim from the point when the cause of action arises, namely the date the defamatory statement is first made public (section 4A of the Limitation Act 1980 ( LA 1980), inserted by section 5 of the Defamation Act 1996). The Court of Appeal in Siniakovich v Hassan- Soudey confirmed that a claim is treated as ‘brought’ on the day the claim form is first delivered to the court office, even if the office properly declines to issue it because the whole of the appropriate fee has not been paid. For libel, the claimant’s ignorance of any publication at the time is irrelevant to accrual, and so does not postpone the start of the limitation period applicable to their claim. In most varieties of slander and...

Copyright theft Unauthorised use of copyright is a criminal matter under the Copyright, Designs and Patents Act 1988 ( CDPA 1988), the Trade Marks Act 1994 ( TMA 1994) and the Video Recordings Act 1984 ( VRA 1984). It may alternatively be brought under the Fraud Act 2006 ( Fr A 2006), or pursued as a conspiracy contrary to the Criminal Law Act 1977 ( CLA 1977), or at common law as conspiracy to defraud. See Practice Notes: Conspiracy and Conspiracy to defraud. Cases can be taken by the Crown Prosecution Service or by trading standards. Enquiries may call on HM Revenue and Customs, the UK Border Agency and the National Crime Agency. Most CDPA 1988 offences—namely those in CDPA 1988, s 107(1)(a)–(b), (d)(iv) and (e)—are either-way, meaning trial may occur in the magistrates’ court or the Crown Court. They are treated as the graver...

Practice Note This Practice Note offers practical direction on how companies should execute documents after 6 April 2008 (being the date on which the pertinent provisions of the Companies Act 2006 ( CA 2006) took effect). It addresses the execution of deeds by companies, and the execution of simple contracts by and on behalf of companies. If advising on documents signed before 6 April 2008 (for instance, in a dispute), practitioners should consider the relevant provisions of the Companies Act 1985. Throughout, it is assumed the executing company is a private company subject to CA 2006 and that the document is in writing. For execution points relevant to other legal entities, see: Execution—overview. We have assembled a collection that serves as a comprehensive, interactive resource to help users identify and work through the concepts and common issues that arise when executing...

This Practice Note offers hands-on guidance on correctly executing simple contracts and deeds for general partnerships. For details on execution by limited liability partnerships, see Practice Note: Execution formalities—limited liability partnerships. For execution by limited partnerships, see Practice Note: Execution formalities—limited partnerships. We have assembled a comprehensive, interactive Execution collection to help users pinpoint and address the key concepts and recurring issues in document execution. Each stage features practical guidance, precedent clauses and Q& As tailored to that step. For more, see: Execution collection... Quick view The summary below outlines the core execution formalities for partnerships and indicates where the relevant precedent execution clauses are located. For fuller guidance, go to the document type via the links in the first column... Simple contracts Can be made: On behalf of the partnership. Executed by: The...

This Practice Note sets out practical guidance on how overseas companies execute documents, with particular emphasis on executions occurring on or after 1 October 2009 under the Overseas Companies ( Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917. For the purposes of this note, it is assumed the contract is in writing. We have created an Execution collection—an extensive, interactive resource—to help users recognise and navigate the concepts and common issues arising on execution. Each stage or phase contains practical guidance, precedent clauses and Q& As relevant to that stage. For further information, see: Execution collection. The law relating to overseas companies The execution of documents by overseas companies is governed by the Overseas Companies ( Execution of Documents and Registration of Charges) Regulations 2009 ( OC( EDRC) R 2009), SI 2009/1917. These regulations apply, with...

Parties often wish to stipulate that the entirety of their contractual relationship is governed by the written agreement they have signed. This is known as an ‘entire agreement clause’. This Practice Note examines why such clauses are used and the principal issues relevant to their operation, including the interplay between entire agreement clauses and implied terms, misrepresentation, fraud and exclusion clauses, non-reliance statements, and broader matters of evidential estoppel and contractual estoppel. For further guidance on construing the scope of parties’ contractual obligations, see Practice Notes: The parol evidence rule in interpreting contracts Contract interpretation—admissibility of surrounding documents and related content What is an entire agreement clause? At its simplest, an entire agreement clause provides that the whole of the parties’ contractual dealings is governed exclusively by the terms contained in their written contract. Consequently, when interpreting the contract, the court is...

FORTHCOMING CHANGE : The Product Security and Telecommunications Infrastructure Act 2022 ( PSTIA 2022) is in partial effect. Additional provisions will commence on dates to be fixed by regulations. PSTIA 2022 alters elements of the Code and the Landlord and Tenant Act 1954, chiefly relating to the sharing of apparatus, valuation on renewal under the LTA 1954, and dealing with unresponsive occupiers. Both the current position and anticipated amendments are highlighted in the Practice Note below. For further detail about the Code, see Practice Note: The Electronic Communications Code—code rights. The Code The Electronic Communications Code (the ‘ Code’) appears in sections 106–119A and Schedule 3A of the Communications Act 2003 ( CA 2003). It superseded the earlier Electronic Communications Code, which had been located in Schedule 2 to the Telecommunications Act 1984 ( TA 1984) (the ‘previous Code’). This Practice Note explains whether an...

This Practice Note explores key risks arising from a brand’s use of social media and user-generated content ( UGC). It focuses in particular on the risk of infringing third-party rights, including intellectual property ( IP). It also offers practical guidance to help those engaging with UGC reduce these risks. Social media Social media is a hugely popular way to communicate online. Driven by participation and interaction, it appears in many formats, including: online social and professional networking (eg Facebook, Linked In, Snapchat, Instagram) online blogs (eg Twitter (now X), Blogger.com) online forums (eg Mumsnet, Reddit) online shops and auctions (eg e Bay, Amazon) online digital media sharing (eg You Tube, Vimeo, Flickr, Tik Tok) online reference texts (eg Wikipedia) online games and applications (eg World of...

The Investigatory Powers Act 2016 ( IPA 2016) now provides the core legal structure for the use of covert surveillance by public bodies. Before this, the field was governed mostly—though not wholly—by the Regulation of Investigatory Powers Act 2000 ( RIPA 2000). The RIPA 2000 provisions on intercepting and acquiring communications data have been repealed and replaced by IPA 2016. However, the regimes for direct surveillance, covert human intelligence sources ( CHIS), and obtaining electronic data protected by encryption continue to be governed by RIPA 2000. For guidance on interception and the acquisition of communications under IPA 2016, see the following Practice Notes: The regulation of intelligence gathering—an introductory guide Acquisition, retention and disclosure of communications data under the Investigatory Powers Act 2016 Interception of communications under the Investigatory Powers Act 2016 Equipment interference under the...

This Practice Note outlines the formal requirements for witnesses, covering who may witness another person’s signature on a document connected to a commercial deal, such as a deed or simple contract, as well as witnessing electronic signatures and the current approach to video witnessing in practice. For guidance on witnessing wills, see Practice Note: Validity of Wills—signature. We have created a collection that serves as a comprehensive, interactive resource to help users recognise and navigate the concepts and frequent issues and pitfalls in executing documents, including the witnessing of signatures. Each stage or phase provides practical guidance, precedent clauses and Q& As relevant to that stage. For further details, see: Execution collection. Witnessing What is the difference between witnessing and attestation? Witnessing is the act of observing the execution of a document. Attestation adds the further step of noting, on the document itself, that the witness has seen the...