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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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Company reports, institutional shareholder guidelines and HMRC guidance all cite the ‘face value’ and ‘fair value’ of share options. These expressions mean very different things, and grasping each is vital for consistently and properly comparing the scale or value of grants made and for carefully assessing the impact from a corporate accounting standpoint. This Practice Note provides a high level overview of the distinctions between the face and fair value of a share option and clearly explains how face and fair values are applied to compare alternative remuneration packages. Face value The face value of an option is the amount by which the value of the shares subject to the option on a specified date exceeds the total price payable for them......
This ‘how to’ guide on understanding the civil litigation risk of ESG (environmental, social, and governance) sets out and distils the following topics: what ESG encompasses? the meaning of ESG-related civil litigation risk? potential claimants in civil ESG actions? prospective defendants exposed to civil ESG claims? ESG and how solicitors are involved sources of further guidance and support You may find it helpful to read this alongside Practice Note: ESG for in-house lawyers—the basics. The Law Society has issued guidance, relevant to both in-house and private practice solicitors, to support advisers to companies on climate risk governance and greenwashing threats—see: LNB News 25/10/2023 51— Law Society publishes guide to climate risk governance and greenwashing risks and further below. It should be read in tandem with Practice Note: ESG for in-house lawyers—the basics, as referenced above too. For key News Analyses on...
What do we mean by culture? Many elements shape an organisation’s culture, and to look at them it is helpful to be clear about what ‘organisational culture’ means in practice. Culture sits at the core of businesses; it essentially defines what the organisation stands for. It is also a commonly shared understanding of the organisation. Put simply, it captures what the organisation is about. It shapes perceptions of a business and the way it operates and, as a result, can affect how we engage with the business and how we interact with colleagues, customers, suppliers and other stakeholders. There is seldom just one thing that creates it, and it is not set in stone. When we discuss culture, it is rarely a single factor and it is not usually fixed; it is something widely understood and shared, and is normally derived from a range of...
Introduction This playbook sets out guidance for negotiating the terms of an underletting clause for a lease of part of a larger building, such as an office block or a shopping centre (or a comparable retail setting), with the aim of making those terms more favourable for the tenant (‘tenant-friendly’ or ‘pro-tenant’). It features preferred provisions, fallback wording, and drafting notes that support the prospective tenant’s position. Lawyers acting for prospective tenants and in-house counsel can use this playbook and should tailor it to address client-specific matters to ensure the client’s interests are fully protected. The level of risk indicated may vary by client. Note that the playbook does not provide drafting for situations where the tenant has a substantial negotiating advantage (for example, where the tenant is an anchor tenant). This document forms part of a collection of pro-tenant playbooks. For a list of the...
When the market turns downwards, commercial occupiers with premises they no longer require can find it difficult to shed their obligations. In many cases, market rents will have slipped below the passing rent under the lease, which makes securing an assignee challenging. Leases in this position are often labelled over‑rented. The choices available to a tenant of an over‑rented property are few. Commonly, the most practical step is to grant an underlease. While this may not eliminate the tenant’s losses, it can help to offset expenditure, as some rent will be received and the undertenant will take on the usual costs of occupation (including business rates). That said, many commercial leases, particularly those drawn up in the 1980s and 1990s, imposed restrictions on: underletting at below the passing rent; or underletting at less than the passing rent or the market rent,...
This Practice Note offers an in-depth examination of underinsurance, its principal causes, the remedies available to insurers when policyholders underinsure, and recent case law concerning brokers’ duties. Introduction Underinsurance remains one of the most entrenched problems in UK property and business interruption ( BI) insurance. A majority of policyholders arrange cover for less than the full value of their assets and, as a result, risk significant shortfalls if they need to claim. Despite how common it is, reported decisions on underinsurance are scarce. Much of the applicable law stems from the Insurance Act 2015 ( IA 2015), the Consumer Insurance ( Disclosure and Representations) Act 2012 ( CI( DR) A 2012), and older authorities on materiality and disclosure. For more on IA 2015, see Practice Note: Insurance Act 2015 ( IA 2015)—essentials, and for CI( DR) A 2012, see Practice Note: A guide to the...
This Practice Note concisely outlines underground banking, covering its background, present applications and the risks that inevitably accompany it. It is directed especially at law practices within scope of the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, and the linked duties to identify and evaluate risk, keep policies, controls and procedures to mitigate those risks, and report conduct that creates suspicion of money laundering or terrorist financing. In March 2023, the Legal Sector Affinity Group ( LSAG) also issued an Advisory Notice concerning Chinese underground banking and money originating from China. It clearly sets out the specific dangers presented by Chinese underground banking and the regulators’ expectations around robust due diligence and source-of-funds verification. What is underground banking? Underground banking is an umbrella expression for the supply of...
Gambling Act 2005 The Gambling Act 2005 ( GA 2005) establishes the principal regulatory structure for gambling across Great Britain. It applies to all forms of gambling save for the National Lottery and spread betting. While the National Lottery sits under a separate statutory system (see below), the Gambling Commission carries out regulatory duties for both the GA 2005 regime and the National Lottery. As a rule, children and young people are barred from gambling. Under GA 2005, a ‘child’ is anyone under 16; a ‘young person’ is someone aged 16 or 17. There are limited exceptions to this general ban, including the following: children and young people may take part in all private or non-commercial gaming and betting (e.g. school raffles, tombolas, church fetes, etc) young people may enter lotteries and football pools children and young people may use Category D gaming...
Practice Note This Practice Note sets out the process for undefended nullity proceedings (an application for a matrimonial order) where the application was lodged before 6 April 2022. It also outlines the requirements for obtaining an order for a medical examination. The Divorce, Dissolution and Separation Act 2020 ( DDSA 2020) came into force on 6 April 2022. Although DDSA 2020 does not alter the substantive law governing nullity proceedings, it gives rise to consequential procedural adjustments under the amended Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955, affecting applications for nullity and nullity of marriage orders issued on or after 6 April 2022. The updates are principally concerned with revised terminology, refreshed forms, and amended provisions relating to service......
Undefended judicial separation proceedings issued before 6 April 2022 This Practice Note provides an overview of the process for undefended judicial separation applications that were issued before 6 April 2022. It identifies what the court must consider before granting a decree, and the actions it must take if it is not satisfied on the prescribed matters. It addresses cross decrees, explains when the court may correct a decree, and sets out the procedure for rescinding a decree, together with when a rehearing is appropriate. The Divorce, Dissolution and Separation Act 2020 ( DDSA 2020) came into force on 6 April 2022. Proceedings issued by the court on or after 6 April 2022 are governed by DDSA 2020 and by the changes to procedure under the amended Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955. For further information, see Practice Note:...
Practice Note This Practice Note sets out the steps for an undefended divorce where the application predates 6 April 2022 and the case proceeds on paper, including the process for obtaining a decree nisi. It also details how the court may deal with costs. Guidance is included on what occurs upon the pronouncement of decree nisi. The Divorce, Dissolution and Separation Act 2020 ( DDSA 2020) took effect on 6 April 2022. Proceedings issued by the court on or after 6 April 2022 fall under DDSA 2020 and the procedural changes to the Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955. For further information, see Practice Note: Introduction to the Divorce, Dissolution and Separation Act 2020 and Procedure following service and application for a conditional order (post- DDSA 2020). Proceedings issued by the court on or before 5 April 2022 continue under the pre- DDSA 2020...
This Practice Note outlines the work of the United Nations Commission on International Trade Law ( UNCITRAL) Working Group III: Investor- State Dispute Settlement ( ISDS) Reform and directs readers to their reports. Meeting twice yearly, Working Group III gathers to: review concerns about ISDS; judge whether reform is appropriate; and, if warranted, craft proposals for recommendation to UNCITRAL. This Practice Note shares the published reports of Working Group III. Note: For details on UNCITRAL Working Group II: Arbitration and Conciliation/ Dispute Settlement, see Practice Note: UNCITRAL Working Group II—reports. Working Group III session Report Subjects covered 53rd session, 12–16 January 2026 — Reform of ISDS — refer to the provisional agenda and any other documents available here 52nd session, 22–26 September 2025 — Reform of ISDS — refer to the provisional agenda and any other documents available here 51st session, part 2, 7–11 April 2025 — Reform of ISDS —...
What is the Model Law? As its title implies, the United Nations Commission on International Trade Law ( UNCITRAL) Model Law on International Commercial Arbitration (the Model Law) serves as a template for domestic arbitration legislation produced by UNCITRAL. First issued in 1985, its purpose was for states to adopt and implement it, thereby aligning national approaches to commercial arbitration and improving domestic arbitration laws. In that sense, it has achieved notable success. Iterations of the Model Law have been implemented, in full or with variations, in more than 100 jurisdictions worldwide. A list of states whose legislation is based on the Model Law is available on the UNCITRAL website. UNCITRAL also makes clear on that page that a model law is simply a suggested pattern for law-makers to consider when shaping their own legislation; since states are free to depart from the text when...
Text on obligations of directors of enterprise group companies in the period approaching insolvency: status Working Group V, UNCITRAL’s insolvency-focused body, approved the Model Law on Enterprise Group Insolvency ( MLEG) in 2018 at its 54th session in Vienna (10–14 December 2018). In 2019, the UN Commission on International Trade Law (the Commission) endorsed and adopted both the guide to enactment and the text on the obligations of directors of enterprise group companies nearing insolvency (the Directors’ Guide) at its 53rd session in New York (6–17 July 2019) (see A/74/17— Report of the United Nations Commission on International Trade Law fifty-second session (advance copy)). The Directors’ Guide adds an extra section to part four of the UNCITRAL Legislative Guide on Insolvency law, covering directors’ duties (see Practice Note: UNCITRAL guidance on directors' obligations in the period approaching insolvency). UNCITRAL encourages all states...
This Practice Note reviews and offers guidance on the United Nations Commission on International Trade Law ( UNCITRAL) Expedited Arbitration Rules for ad hoc arbitrations, which came into effect on 19 September 2021 (the Expedited Rules). Background to the UNCITRAL Expedited Rules The Expedited Rules form the newest addition to an expanding set of arbitration regimes created expressly for fast-track proceedings and tailored specifically for expedited arbitration. Cutting the duration and expense of arbitral processes remains a persistent theme within the arbitration community and a regular subject of debate. Some arbitration users have voiced concerns that cases are overly long, costly and excessively formal, particularly where disputes are simpler or of modest value in practice. Consequently, expedited mechanisms have attracted attention from numerous arbitral institutions and other arbitration bodies in recent years. While there is no uniform definition of ‘expedited arbitration’, recurring and commonly recognised...
This Practice Note reviews how arbitrations proceed under the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). For an overview of the UNCITRAL Rules, consult Practice Note: UNCITRAL Rules—background and introduction. Designed as a flexible ad hoc framework, the UNCITRAL Rules allow parties choosing arbitration as their dispute resolution method to adapt the process to their particular requirements. In this context, ‘procedure’ under the UNCITRAL Rules is not fixed; it will differ according to the parties’ specific needs and the discretion exercised by the arbitral tribunal. Nevertheless, certain general provisions apply and are considered below. UNCITRAL model arbitration clause The UNCITRAL Rules state that where parties agree to refer their dispute to UNCITRAL arbitration, the dispute will be determined in accordance with the UNCITRAL Rules ( UNCITRAL Rules, Article 1(1))......
This Practice Note provides an introduction to the overall structure of the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). The UNCITRAL Rules occupy a significant role in contemporary arbitration practice. They are crafted for ad hoc international commercial arbitrations—proceedings not administered by an arbitral institution and, typically, not conducted under that institution’s rules. The Rules may likewise be employed in investor–state arbitrations commenced under a treaty, such as a bilateral investment treaty, where the treaty permits arbitration conducted under those rules. Unless the parties stipulate otherwise, the UNCITRAL Rules govern arbitration agreements concluded on or after 15 August 2010, ie the date the revised Rules took effect. The earlier 1976 UNCITRAL Rules continue to apply to all arbitration agreements entered into before that date. Both the 1976 and 2010 UNCITRAL Rules are separate from UNCITRAL’s Model Law on...
This Practice Note examines how tribunals are appointed under the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). For a primer on these Rules, refer to Practice Note: UNCITRAL Rules—background and introduction. A key benefit of UNCITRAL arbitration (indeed, arbitration generally) is the parties’ liberty and independence to select their arbitral tribunal. Articles 8–10 of the UNCITRAL Rules describe the mechanism for constituting the tribunal, whether the parties have opted for a sole arbitrator or a three-member panel, and apply irrespective of the structure chosen. The UNCITRAL Rules also prescribe what occurs if the parties cannot agree on one or more arbitrators, or if either party seeks to substitute an arbitrator, setting out a clear procedure. Use of an appointing authority UNCITRAL is not an arbitral institution and does not administer or supervise arbitrations conducted pursuant to the UNCITRAL Rules....
As legal aid has been withdrawn from much of family law, and with tough economic conditions plus greater competition, more family practitioners may look to provide unbundled services. Overall, the expense of operating a practice, including overheads, has risen. Conversely, many clients seek to reduce their legal spend, whether out of need or because the wider availability of legal information encourages some to handle parts of their matter themselves. As a result, some will deal with elements of their case in person, seeking targeted input only when necessary. Pay As You Go, or unbundled advice and assistance (including advocacy), can help to close this gap. What is it? Essentially, unbundling involves providing specific, limited legal advice and support to a client who is acting in person. Each piece of work is delivered as a discrete, self-contained task focused precisely on what is needed at that...
What are unauthorised unit trust ( UUTs)? Unit trusts, as a structure, are principally employed as investment funds for investors. An ‘unauthorised’ unit trust ( UUT) is a unit trust that has not been authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000 ( FSMA 2000). Unit trusts are established by trustees holding assets on trust for unitholders. The trustees hold legal title to the fund’s assets but are obliged to apply those assets for the benefit of the unitholders. A fund manager will provide investment advice to the trustees. Interests in a unit trust may only be promoted to the UK general public (retail investors) if the unit trust has been authorised under FSMA 2000. However, to obtain authorisation under FSMA 2000 a unit trust must comply with various regulatory provisions, including restrictions on its...
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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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