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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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CASE HUB ARCHIVED This archived case hub sets out the status as at the decision date of 9 May 2023; it is not being updated. See further, timeline. Case facts Outline of the UK merger investigation into the anticipated acquisition by Viasat, Inc. of Inmarsat Group Holdings Limited. The deal features horizontal overlaps in the supply of in-flight connectivity for aircraft. Latest developments On 9 May 2023, the CMA published its final report, granting unconditional approval. It found that although the firms are close competitors (notably in supplying wi-fi connectivity on board flights), the deal would not lessen competition for services on flights used by UK customers because: (i) the satellite industry is growing quickly and changing in response to rising demand for satellite connectivity, largely fuelled by ever-increasing internet use by businesses and consumers; and (ii) the merged firm would face cumulative constraints from other...
CASE HUB ARCHIVED This archived case hub sets out the status as at the decision dated 16 March 2022; it is no longer updated. See timeline for more. Case facts Outline the UK merger probe into Sony Music Entertainment’s completed purchase of AWAL and the Kobalt Neighbouring Rights business from Kobalt Music Group Limited. Latest developments On 16 March 2022, the CMA published its final report, clearing the deal unconditionally. Parties Sony Music Entertainment ( SME): is a subsidiary within the Sony Group Corporation ( Sony) AWAL and Kobalt Neighbouring Rights ( KNR) Background On 1 February 2020, Sony and Kobalt Music Group Limited ( Kobalt) announced, in a joint announcement, that SME had signed a definitive deal to buy 100% of the shares and related assets of specific KNR subsidiaries, securing AWAL, Kobalt’s recorded music label and distribution business operation mainly serving independent recording artists, and KNR,...
CASE HUB ARCHIVED This archived case hub records the position as at the decision date of 3 June 2015; it is no longer maintained. See the timeline for more information... Case facts Outline UK merger inquiry into the completed purchase by Pork Farms Caspian Limited ( Pork Farms) of the chilled savoury pastry division of Kerry Foods Limited ( Kerry). The deal created a horizontal overlap in the manufacture and supply of branded and own‑label chilled savoury pastry pork products to the food retail market... Latest developments The CMA published its final report on 3 June 2016 and cleared the merger unconditionally, upholding its provisional conclusions... Parties Pork Farms specialises in producing and supplying branded and own‑label chilled pork products, with development and manufacturing carried out across four UK sites. It is owned by the private equity firm Vision Capital LLP. Kerry’s chilled savoury pastry business likewise...
CASE HUB ARCHIVED – this archived case hub reflects the position as at the decision date of 20 December 2017 and is no longer maintained. See timeline, commentary and related cases. Case facts Outline of the UK merger review into the expected acquisition of Booker Group plc by Tesco plc. The deal includes horizontal overlaps in grocery retailing alongside other non‑horizontal overlaps. Latest developments On 20 December 2017, following its phase 2 investigation, the CMA cleared the transaction unconditionally, confirming its provisional conclusions. Parties Tesco plc is a UK‑headquartered grocery and general merchandise retailer, the largest grocer in the UK, also selling general merchandise, clothing, petrol, mobile telephone services and banking services. In the UK it runs over 3,500 stores (covering supermarkets and convenience stores). Tesco has stores in 12 countries across Asia and Europe. It also owns Tesco Bank, Tesco Mobile (an MVNO operating in the UK) and...
CASE HUB ARCHIVED This archived case hub records the position as at the decision dated 3 July 2015 and is no longer updated; see the timeline for more detail. Case facts Summary of the UK merger review into Sonoco Products Company’s completed purchase of Weidenhammer Packaging Group Gmb H. The deal created overlaps in the manufacture and supply of composite cans for food. Latest developments On 3 July 2015, the CMA cleared the merger without conditions, upholding its provisional view. Parties Sonoco is a worldwide packaging business based in Hartsville, South Carolina, USA, supplying packaging for brands globally, with operations in 33 countries. In the UK, a subsidiary runs two composite can plants in Chesterfield and Manchester. Weidenhammer is among Europe’s leading makers of composite cans, composite drums and rigid plastic containers, serving 12 countries. Headquartered in Hockenheim, Germany, it operates 13 production sites across Germany, Belgium, France, Greece, The...
CASE HUB ARCHIVED This archived case hub reflects the position as at the decision date of 18 September 2015; it is no longer being maintained. See the timeline and commentary for further detail. Case facts Outline of a UK merger inquiry into Poundland plc’s anticipated purchase of 99p Stores Ltd. The deal creates a horizontal overlap within value retail. The CMA cleared the merger after a phase 2 investigation on 18/09/2015. Latest developments On 18 September 2015, the CMA unconditionally approved the transaction, confirming its provisional findings. Parties Poundland plc, based in the UK and listed on the London Stock Exchange, is Europe’s largest single-price value general merchandise retailer. It operates over 600 stores across the UK, Republic of Ireland and Spain (trading under the ‘ Dealz’ brand in the Republic of Ireland and Spain). 99p Stores Ltd is a family-owned and run UK company with 251 stores under two...
CASE HUB ARCHIVED This archived case hub reflects the position at the date of the decision of 10 June 2019; it is no longer maintained. See further, timeline. Case facts UK merger investigation into the proposed acquisition by Thermo Fisher Scientific Inc of Gatan Inc, a wholly owned subsidiary of Roper Technologies Inc. Gatan’s technologies support materials science, electronics and life sciences by enabling electron microscopy workflows—from specimen preparation and manipulation through to imaging and analysis. These platform‑agnostic solutions include filter systems, cameras and proprietary software. Latest developments On 10 June 2019, the parties dropped the deal. On the same day, the CMA cancelled the merger reference. Parties Thermo Fisher Scientific ( Thermo Fisher): An American biotechnology product development company headquartered in Waltham, Massachusetts, formed in 2006 through the merger of Thermo Electron and Fisher Scientific. Thermo Fisher manufactures, amongst other things, high‑tech electron...
CASE HUB ARCHIVED — this case hub sets out the position as at the decision date, 6 March 2025; it is no longer maintained. See the timeline for more. Case facts Outline of the UK merger probe into the completed purchase by Global Business Travel Group, Inc of CWT Holdings, LLC. The deal features horizontal overlaps in the provision of business travel agency ( BTA) services to global and multinational customers ( GMN). Latest developments On 6 March 2025, the CMA published its final report, confirming the supplementary interim view that the merger is not expected to give rise to an SLC in the global market for BTA services. The CMA found that: CWT is now a markedly weaker rival than before and is expected to deteriorate further; other providers remain available to offer customers alternatives to the combined...
CASE HUB ARCHIVED This case hub is archived – it reflects the position as at the decision date of 1 June 2022 and is no longer updated. See further, timeline. Case facts Summary of a UK merger investigation into the completed, previously anticipated acquisition by CHC Group LLC of Offshore Helicopter Service UK Limited, Offshore Services Australasia Pty Ltd and Offshore Helicopter Services Denmark AS (formerly part of the Babcock International Group). Latest developments On 1 June 2022, the CMA published its phase 2 final report, concluding that the deal has resulted, or could be expected to result, in an SLC in the UK market for O& G Offshore Transportation Services. To address the SLC, the CMA determined that the most effective remedy is full divestment of the Babcock business (ie unwinding the...
CASE HUB Archived This archived case hub shows the position as at the decision dated 2 February 2021 and is no longer being maintained. See further, timeline. Case facts Outline of a UK merger review into viagogo’s completed purchase of e Bay Inc.’s Stub Hub business. The companies overlap in providing secondary ticketing exchange platforms. Latest developments On 2 February 2021, the CMA published its phase 2 final report, concluding that the deal has resulted in, or could be expected to result in, an SLC in the provision of uncapped secondary ticketing platform services for reselling tickets to UK events. The CMA determined the firms were close rivals with no material competitors. It also concluded that other channels—such as capped-price exchanges, classified listings (for example, Gumtree), social media, and even the primary ticketing market—would not sufficiently constrain the merged firm from raising fees or degrading service quality. Owing to these...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 14 July 2023; it is no longer updated. See further, timeline. Case facts Outline UK merger investigation into the completed purchase by Copart, Inc. of Green Parts Specialists Holdings Ltd (formerly named ILT Project) ( Hills Motors). The deal involves horizontal overlaps in the provision of salvage vehicle commercialisation services and in the supply of salvage vehicles. Latest developments On 15 December 2023, the CMA served a penalty notice on Copart, Inc. CPRT LLP for failing to comply with the initial enforcement order ( IEO) issued by the CMA on 9 August 2023. The CMA determined that Copart committed three distinct breaches of the IEO, stemming from conduct relating to three requests for proposals for salvage and related services issued by three separate insurers. Copart submitted, and continued to...
CASE HUB ARCHIVED This archived case hub captures the position as at the decision date, 22 June 2023; it is no longer being updated. See the timeline for further information. Case facts Outline UK merger probe into Cochlear Limited’s proposed purchase of the hearing implants division of Demant A/ S ( Oticon Medical). The deal presents horizontal overlaps in the provision of cochlear implants and bone conduction solutions ( BCS). Latest developments On 22 June 2023, the CMA delivered its final report, partially blocking the deal. The CMA determined the merger was expected to lead to an SLC in the UK market for BCS products, notably by removing a significant BCS rival. Rivalry from the sole remaining BCS supplier and other hearing solutions would not adequately counteract the merger’s competitive effects. The loss of this rival would markedly narrow options for the NHS and patients. Moreover, entry or...
CASE HUB ARCHIVED This archived case hub records the status as at the cancellation of the investigation on 3 May 2022, following the transaction being abandoned; it is not updated. See also the timeline. Case facts Outline UK merger investigation into the completed purchase by Ritchie Bros Auctioneers Incorporated of Euro Auctions Group. The businesses overlap in providing auction services for heavy construction machinery. Latest developments On 3 May 2022, the CMA formally cancelled its phase 2 investigation after the parties decided to abandon the merger. Parties Ritchie Bros Auctioneers Incorporated ( Ritchie Bro): Ritchie Bros offers auction services, facilitating the sale and purchase of used heavy machinery for the construction, agriculture and transport sectors via auctions, listing websites and marketplaces. Euro Auctions Group ( Euro Auctions): Euro Auctions provides auction services. It runs unreserved heavy equipment auctions with onsite and online bidding under the brands Euco Auctions and Yoder & Frey,...
Archived case hub reflecting the position at the point the transaction was abandoned on 6 January 2016; it is not maintained. See the timeline and commentary for further detail. Case facts Outline UK merger probe into the proposed purchase by Pearson Professional Assessments Limited of learndirect Limited’s computer‑based testing operations. The deal featured horizontal overlap within the market for invigilated computer‑based testing aimed at post‑school (16+) candidates. Latest developments On 6 January 2016, the CMA cancelled its phase 2 investigation into the anticipated acquisition after the parties announced, and provided assurances to the CMA, that the transaction had been abandoned. Parties Pearson Professional Assessments Limited ( Pearson VUE) is owned by Pearson PLC, a UK publishing and education company based in London. Pearson PLC is listed on the London Stock Exchange with a secondary listing on the New York Stock Exchange. Pearson VUE runs Pearson’s...
CASE HUB ARCHIVED This archived case hub reflects the position at the date the transaction was abandoned on 7 January 2016; it is no longer maintained. See the timeline for further details. Case facts Outline of a UK merger investigation into the proposed purchase by Fenland Laundries Limited of the Cleanroom Laundry business of Fishers Services Limited. The deal presented horizontal overlaps in the supply of cleanroom laundry services to customers operating in sterile environments. Latest developments On 7 January 2016, the CMA formally cancelled its phase 2 investigation after the parties announced—and gave assurances to the CMA—that the transaction had been abandoned. Parties Fenland Laundries Limited ( Fenland), based in Skegness, Lincolnshire. Fenland operates a joint venture with Berendsen Cleanroom Services Limited ( Berendsen) under the Micronclean trademark. Under this joint venture, Fenland serves customers north of a notional line running roughly between London and...
CASE HUB ARCHIVED This archived case hub sets out the position as at 13 February 2020, when the investigation was cancelled following the abandonment of the transaction; it is no longer maintained. See the timeline for more information. Case facts Outline of a UK merger investigation into Prosafe SE’s proposed acquisition of Floatel International Limited. The deal presents horizontal overlaps in the market for supplying semi-submersible offshore accommodation support vessels (“flotels”) to oil and gas firms. Latest developments On 13 February 2020, the CMA formally cancelled its phase 2 investigation after the parties decided to abandon the transaction. Parties Prosafe SE is a Norway-based company, listed on the Oslo Stock Exchange, which owns and operates semi-submersible accommodation vessels. Prosafe runs nine such vessels, each providing 300–500 berths, with options for the delivery of two additional vessels over the next five years. Floatel International is a...
CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the abandonment of the transaction of 21 March 2019; it is no longer maintained. See further, timeline. Case facts Outline: UK merger review of the proposed acquisition by Top Online Partners Group Limited of Maple Syrup Group Limited and its subsidiaries. These two companies operate the UK’s largest cashback websites. Cashback services let customers reclaim money on certain online purchases and provide retailers with a channel to advertise and publicise cashback discounts. Latest developments On 21 March 2019, the CMA formally cancelled its phase 2 investigation after the parties chose to abandon the transaction. Parties Top Online Partners Group Limited ( Top Cashback): operates an online platform supplying cashback services. Founded in 2003 and headquartered in Stafford, UK. Cashback services allow shoppers to receive money back on certain types of online shopping and enable...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 7 March 2024 and is no longer being updated. For details, see the timeline. Case facts Summary of the UK merger inquiry into the proposed joint venture between Arçelik A.Ş. (through Ardutch B. V.) and Whirlpool Corporation (through Whirlpool EMEA Holdings LLC). The deal features horizontal overlaps in the provision of domestic appliances, including washing machines, tumble dryers, dishwashers, fridges, freezers and cooking appliances. Latest developments On 7 March 2024, the CMA published its final report, granting unconditional clearance. It upheld its provisional view that: the combined business will continue to face strong competition from rival suppliers; the parties’ position in supplying major domestic appliance products in the UK has markedly fallen over the past ten years; and other suppliers have increased their shares and are likely to keep...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the cancellation of the investigation on 14 September 2020 after the abandonment of the transaction; it is no longer maintained. See further, timeline. Case facts Outline UK merger investigation concerning the anticipated acquisition by Taboola.com Ltd of Outbrain, Inc. Both parties supply content recommendation to publishers, including prominent UK news sites. Latest developments On 23 September 2020, the CMA published a notice (dated 22 September 2020) formally cancelling its phase 2 investigation after the parties chose to abandon the proposed transaction. Parties Taboola.com Ltd ( Taboola): Taboola provides digital advertising, notably content recommendation via a platform on publishers’ webpages that displays ads for external content under headings such as ‘ Content You May Like’, ‘ Recommended for You’ or ‘ Around the Web’. Its customers include advertisers (individual firms, media agencies and digital...
CASE HUB ARCHIVED This archive sets out the position as at 4 April 2018, the date the transaction was abandoned; it is no longer being updated. For further details, see the timeline and related cases. Case facts Outline of a UK merger investigation into Mole Valley Farmers Limited’s proposed purchase of the retail business of Countrywide Farmers Plc. The deal featured horizontal overlaps within the country stores market. Latest developments On 4 April, the CMA ended its investigation after MVF provided assurances that the deal had been abandoned. This followed the merging parties’ request for a three-week pause to the phase 2 timetable after referral, to assess their positions. Parties Mole Valley Farmers Limited ( MVF) is a private limited company owned by a small group of shareholders......
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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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