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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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This Practice Note outlines the key characteristics of an unlimited company and explains why an unlimited company might be chosen as the vehicle for carrying on a business rather than a limited company... What is an unlimited company? An unlimited company is a private company whose members are not restricted in their liability to contribute towards the company’s obligations on a winding up. An unlimited company cannot be a public company. It may exist with or without share capital. Where shares are issued, they provide working capital and indicate each member’s rights, but they do not cap members’ liability... Why incorporate as an unlimited company? Members of unlimited companies do not enjoy one of the commonly cited advantages of incorporation over being self-employed or operating as a partnership: limited liability. Consequently, if the company is wound up, members themselves must meet any debts,...
This Practice Note offers insight into how the relevant parts of the CPR should be read and applied. Depending on the forum in which your case is heard, you may have to take account of further provisions—see below. This Practice Note focuses on a distinct form of order called an ‘unless order’. The immediate effect of defaulting on an unless order is that a sanction takes effect (most commonly the striking out of a claim or defence), requiring an application for relief from sanctions—see: What are the consequences of breaching an unless order? This Practice Note should therefore be used alongside the following Practice Notes: Case management—compliance Strike out for failure to comply with a rule, practice direction or order ( CPR 3.4(2)(c)) Relief from sanctions—making or opposing an application Relief from sanctions—the courts’ approach What is an ‘unless order’? An ‘unless order’ is an order by which a...
Unlawful means conspiracy This Practice Note addresses the civil economic tort of unlawful means conspiracy and sets out its essential components: a collaborative arrangement or coordinated conduct, the deployment of unlawful means, awareness of that unlawfulness, a purpose to harm the claimant, an overt step taken to advance the agreement, and consequent loss... Combination or concerted action Use of unlawful means Knowledge of the unlawfulness Intention to injure the claimant An overt act in pursuance of the agreement Resulting damage For broader assistance on civil conspiracy (including the difference between lawful and unlawful means conspiracy), and on pleading and evidencing such allegations, see Practice Notes: Civil conspiracy claims (economic tort) Lawful means conspiracy (civil action) Unlawful means conspiracy is a civil cause of action—one of the economic torts—offering a potential remedy where a defendant’s conduct causes...
This Practice Note outlines the pragmatic measures an employer ought to weigh where actual, threatened, or suspected unlawful competition arises from a current or former worker, and before commencing substantive court action. Need to avoid repudiatory breach When alleged unlawful competitive conduct is carried out by one or more of the employer’s current employees, the paramount consideration throughout any engagement with them is to refrain from acts or omissions that could entitle the worker to assert constructive dismissal, namely any actual or anticipatory breach by the employer that strikes at the root of the contract and is serious enough to justify resignation without notice. Care should be taken at every stage of managing the individuals concerned to ensure no step could ultimately be treated as a fundamental breach by the employer. For broader guidance on the legal and practical...
ARCHIVED This Practice Note is archived and no longer updated. It outlines the pre-amendment law on unjustified threats relating to trade mark infringement, before changes introduced by the Intellectual Property ( Unjustified Threats) Act 2017 ( IP( UT) A 2017). Communications issued before 1 October 2017 remain subject to the earlier regime for patents, trade marks and designs, where relevant. Any citations in this Practice Note to the Trade Marks Act 1994 and the Community Trade Mark Regulations 2006 refer to those instruments as they stood before amendment by the Intellectual Property ( Unjustified Threats) Act 2017 ( IP( UT) A 2017) on 1 October 2017. For details of the current threats regime applying to communications from 1 October 2017 onwards, consult the maintained Practice Note: Unjustified threats of intellectual property right...
Practice Note: Unjust enrichment—elements of the claim As outlined in this Practice Note, unjust enrichment claims usually turn on four matters: the defendant has been enriched the enrichment was obtained at the claimant’s expense an ‘unjust factor’ makes it improper for the defendant to keep that enrichment the defendant may have a particular defence Such claims are intensely fact-sensitive. This Practice Note sets out examples of the courts’ approach in practice and demonstrates the wide spectrum of situations in which unjust enrichment may arise. Case details DMA Resources Ltd v Brazilian Nickel Ltd [2026] EWHC 833 ( Ch) — 21 April 2026 Brief outline of facts: An investment introducer claimed commission after allegedly reintroducing Resource Capital Funds ( RCF) to the defendant, which led to RCF investing in the defendant’s mining project. Nature of defendant’s...
ARCHIVED: This Practice Note is archived and is no longer maintained. This Practice Note examines the particular questions that can emerge when the parties are bound by a contract yet a potential claim in unjust enrichment might also be in play. In that situation, scope for pursuing unjust enrichment in the presence of an ongoing contractual arrangement is narrow, as outlined below. In addition, any party must still meet the general prerequisites for bringing an unjust enrichment claim as set out in Practice Note: Unjust enrichment—elements of the claim, and remain alert to any defences that could be advanced, as discussed in Practice Note: Unjust enrichment—defences. The relationship between unjust enrichment and contracts Claims seeking restitution for unjust enrichment are separate and different from actions in contract. The general rule is that, where a claimant and a defendant are linked by a...
The USS is a private sector occupational pension arrangement for higher education institutions. It offers benefits on a salary‑linked, defined benefit basis. Set up collectively by universities in the 1970s, it ranks among the largest private sector pension schemes in the UK. Legal framework The USS was first constituted by a declaration of trust dated 2 December 1974, and is now governed by a trust deed and rules dated 19 November 2015, effective from 1 April 2016. It is subject to pensions legislation in the same way as any other UK private sector occupational pension scheme. Administration and governance Universities Superannuation Scheme Limited (the USS Trustee) acts as the sole trustee and is accountable for running and administering the USS. The Trustee Board passes day‑to‑day scheme oversight to the Group Executive Committee, comprising nine individuals. The Trustee’s board of directors is required to consist of ten to twelve...
The pay-outs under long-term or life assurance arrangements can, in some cases, be tied to the worth of particular assets. Those assets are commonly, though not always, investment funds or unit trusts. A policy might be stated to track the value or performance of a set number of units in the relevant fund, or alternatively it might be linked to a share index. Such arrangements are generally called ‘unit‑linked’ or ‘linked long term contracts’ (‘unités de compte’ in French and ‘fondsgebundene’ in German). Strictly, ‘unit‑linked’ sits within the broader category of ‘linked long term’, as a contract can, albeit infrequently, link straight to a non‑unitised asset. They present a range of legal and regulatory questions, succinctly outlined in this Practice Note. EU regulatory status Linked long-term contracts are categorised as Class III under Annex II to Directive 2009/138/ EC (the Solvency II...
Introduction Typically, oil and gas licence holders put in place separate joint operating agreements ( JOA) to govern their relationship and the way they intend to collaborate on exploration, development and production under a particular licence. For broader guidance on joint operating agreements in the sector, see Practice Notes: The purpose and the principles of the joint operating agreement and Joint operating agreement—key clauses. There are, however, situations where hydrocarbon reserves ‘straddle’ two or more licences that would otherwise be unrelated. In such cases, the following connected questions arise: how parties under different licences can produce hydrocarbons from these fields while sharing an objective of maximising potential without needlessly depleting the field how any revenues generated by operations conducted across two (or more) distinct licences should be allocated how to establish the respective interests of each licence holder To address these matters, the oil and gas...
This Practice Note outlines the standards the states use when assessing an insurer’s duty-to-defend. It sets out the criteria those states apply when determining such obligations. For more detail on the insurer’s duty-to-defend, see Practice Note: US— Duty to defend and duty to indemnify and US—duty to defend and duty to indemnify—checklist. Overview If coverage questions were shares, the duty-to-defend would be a Blue Chip. As investors buy such shares for reliable and steady returns, the principles governing an insurer’s duty-to-defend have remained steadfast. Hence, no one is startled when a court pronounces that the duty-to-defend is wider than the duty to indemnify. That has been true for decades. See: Goldberg v Lumber Mut. Cas. Ins. Co. of N. Y., 77 N. E.2d 131, 133 ( N. Y. 1948)—‘ The courts have frequently remarked that the duty to defend is broader than the duty to pay.’...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note was originally prepared for Lexis Practice Advisor®, in the US. It outlines core trade mark law concepts, covering protection requirements, ownership, correct trade mark use, how rights can be forfeited, constraints on protection, enforcement, and remedies. Loss of rights: abandonment, genericide, naked licensing, assignments in gross. Limits on protection: the first-sale doctrine, descriptive and nominative fair use, laches, acquiescence. What is a trademark? Trade marks generally comprise words, phrases, symbols and/or designs that function as indicators of source for specific goods. Service marks mirror trade marks but identify the source of particular services. In practice, both are often called ‘trade marks’ or simply ‘marks’. Under the ‘ Information matter’ doctrine, registration is refused where a mark, instead of denoting the source of a product or service, merely...
State Choice of Law for Coverage Disputes Alabama This survey examines governing law issues in insurance coverage disputes, spanning all 50 U. S. states and the District of Columbia. For a complementary overview, see Choice of Law for Coverage Disputes. When a policyholder based in one state faces litigation or a claim in another, a recurring question is which state’s law governs interpretation of the insurance contract. If the jurisdictions diverge on policy wording or approach to conflicts rules, either the insurer or the policyholder may need to commence proceedings to resolve the controlling law. The survey outlines each state’s choice of law framework, which may draw on: Statutory provisions Lex loci contractus Second Restatement Case law Alabama: By statute, “ All contracts of insurance, the application for which is taken within this state, shall be deemed to have been made within this state and...
ARCHIVED: This Practice Note is archived and is not being maintained. Transactions outside the ordinary course require court approval under section 363(b). Under Section 363(f), a debtor may transfer assets free and clear of liens and interests when certain conditions are satisfied. Frequently, assets are disposed of via a public auction, with debtors taking various steps to obtain court approval, including, among other things, entering a stalking horse agreement, setting bid procedures, and running an auction process, among other steps. Sales can also proceed through a plan of reorganisation, but the debtor must satisfy the confirmation requirements to secure the court’s approval. This Practice Note considers the Section 363 Sale requirements, approaches to selling assets in a bankruptcy case, and the distinctions between bankruptcy sales and sales conducted outside of bankruptcy, as follows: Section 363...
Under the Investment Advisers Act of 1940 (the Advisers Act), investment advisers registered with the Securities and Exchange Commission ( SEC) owe a sweeping fiduciary obligation to act in the best interests of their clients. ( Be aware that most smaller to mid-sized investment advisers must register with one or more states and are barred from SEC investment adviser registration.) For an outline of the duties owed by such investment advisers, reference should be made to the applicable state statutes and regulations currently in force. There are five broad types of obligations or requirements that are imposed on investment advisers by the SEC, namely: a fiduciary duty of care owed to clients Advisers Act prohibitions designed to deter fraud and other substantive regulation books and records requirements SEC supervision via inspection contractual...
What does this Practice Note cover? This Practice Note examines transactions that rely on the exemption from registration afforded by Rule 144A under the Securities Act of 1933, as amended (the Securities Act) (17 CFR § 230.144A). Both US and non‑ US issuers commonly use Rule 144A to conduct offerings of debt securities in the US without registering under the Securities Act. This Practice Note addresses: the requirements of Rule 144A; publicity considerations in Rule 144A offerings; Rule 144A and State Securities ( Blue Sky) Laws; and resales of securities issued in Rule 144A offerings. These subjects are discussed in the context of Rule 144A offerings. What is Rule 144A? Rule 144A allows issuers to raise large amounts of capital without incurring the cost and effort of Securities Act registration, and avoids the delay caused by the US Securities and Exchange...
By Jeffrey A. Goldwater and George J. Manos, Lewis Brisbois Bisgaard & Smith LLP, (updated by the Practical Guidance attorney team) This survey sets out the benchmarks for the imposition of punitive damages across all 50 states and the District of Columbia. It gathers the pertinent statutes in every jurisdiction and provides an analysis of each legislative measure. The review further considers whether punitive damages can be insured in each state and examines the relevant statutes and judicial authorities that confront the insurability question in each jurisdiction. Distinct from compensatory awards, punitive damages are not intended to make a claimant whole; they exist to chastise the offender and to act as a deterrent. Liability for such damages is triggered by conduct of an extreme, egregious character, where the impugned behaviour is wilful, wanton, and deliberate. In the vast majority of...
ARCHIVED: This Practice Note is archived and is no longer maintained. Originally prepared for Lexis Practice Advisor®, in the US, it responds to fundamental queries about the courts and other tribunals that adjudicate patent disputes in the United States. It supplies essential introductory material for lawyers new to US patent law and functions as a concise overview... US district courts The United States has two main court systems: state courts, which vary by state, and the US federal judiciary, which is the judicial branch of the federal government. US district courts are the general federal trial courts, located in every state. They possess subject-matter jurisdiction over all matters arising under the patent laws; accordingly, disputes over patent infringement and validity are tried in US district courts. In district court trials, juries commonly decide questions of infringement and...
This Practice Note was first prepared for Lexis Practice Advisor®, in the US. It outlines immunity under Section 230 of the US Communications Decency Act, explaining who is covered, what claims fall within scope, and how to avoid forfeiting that shield. Section 230 affords wide-ranging protection to internet service providers ( ISPs) and online users against liabilities stemming from third-party speech. Anyone hosting a site or disseminating third-party material online, accessible in the US, should grasp how Section 230 functions. The Note starts with context on Congress’s efforts to police online obscenity and the liability framework that existed before Section 230. It then addresses core definitions and provisions, and the safeguards related to hosting, moderating, encouraging, and paying for third-party content. Finally, it sets out the boundaries of those safeguards, including whole areas of law excluded from Section 230...
ARCHIVED: This Practice Note has been archived and is not maintained. Originally prepared for Lexis Practice Advisor® in the US, this Practice Note outlines prevalent music‑industry agreements and drafting points, covering music licences (mechanical, master use, synch and public performance), work‑for‑hire arrangements, exclusive recording deals and 360 agreements, online distribution accords, and live performance contracts. It also introduces fundamentals on selling music catalogues, along with issues relating to non‑fungible tokens and artificial intelligence ( AI). It further addresses key copyright topics, including termination rights and the legal framework for music licensing, such as the Music Modernization Act ( MMA). Copyright considerations and registration To understand the licence types referenced in this Practice Note, a basic grasp of copyright law is required, including: the exclusive rights of a copyright owner how long those rights endure (copyright duration) the importance of copyright...
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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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