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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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ARCHIVED: This archived guidance, dated May 2015, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute)......
ARCHIVED: This guidance, archived and from October 2014, was issued by The Chartered Governance Institute (previously called ICSA: The Governance Institute) ( CGI) to offer an industry......
This Practice Note explores the purpose and scope of the British Franchise Association (the BFA) within the UK franchising industry. It reviews the legislative and regulatory environment of the sector, together with the BFA’s membership requirements, its Code of Ethical Conduct, the BFA’s complaints and appeals procedures, the sanctions the BFA may apply to its members, and the BFA’s relationship with the European Franchise Federation... Role and remit The BFA was established in 1977 to evaluate and accredit franchising businesses operating in the UK. As set out in its Articles of Association, the BFA’s objectives are to: advance the interests of franchisors secure adherence to its Code of Ethical Conduct provide guidance on all franchising enquiries build trust and confidence in BFA-accredited franchises deliver education and training in relation to franchises, and enhance efficiency and economy in...
This Practice Note sets out the principal features and scope of the Hague Convention of 23 November 2007 on the International Recovery of Child Support and Other Forms of Family Maintenance (the 2007 Hague Convention). The 2007 Hague Convention aims to deliver a straightforward, swift and effective framework for the mutual enforcement of family maintenance obligations across contracting states. After IP completion day, Council Regulation ( EC) No 4/2009 on jurisdiction, applicable law, recognition and enforcement of decisions and co‑operation in matters concerning maintenance obligations (the EU Maintenance Regulation) ceased to apply in the UK (except in transitional cases) and the 2007 Hague Convention has taken on greater importance and relevance when addressing the cross-border recovery of child support and other family maintenance within the EU. 2007 Hague Convention and Brexit From 31 January 2020 (exit day), the UK was no longer an EU Member State and did not...
Deal Debrief Thames Water Utilities Holdings Ltd sought a Part 26A restructuring plan ( RP), with a convening hearing in December 2024 and a sanction hearing in February 2025, respectively. Key takeaways are set out below for ease (unless stated otherwise, capitalised terms bear the meanings given in the convening and sanction judgments). Though the RP was taken to the Court of Appeal, that challenge was rejected (see News Analysis: Thames water beats appeal against £3bn rescue plan). One appellant, MP Charlie Maynard, then applied for permission to appeal to the Supreme Court; that bid was refused on 28 July 2025, so the Court of Appeal’s ruling remains in force. This Deal Debrief sits within our Restructuring plans collection. For an in‑depth review of headline metrics from RPs lodged in 2023 and commentary from leading figures across the...
This Practice Note sits within a multi-jurisdictional guide to establishing particular business vehicles across global jurisdictions. Member firms of the Multilaw network respond to core questions on the subject. This instalment highlights key points for forming a private limited company in Thailand. Current as of 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm. Common entities The focus of this response is the private limited company. Separate responses address the public limited company and the representative office. Other entity types that exist but are not covered at this time: Limited liability partnership Regional office General principles Main source of law authorising this entity: Thai Civil and Commercial Code. Brief summary of the entity •...
1. Have there been any recent developments regarding the Thai merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Thailand? Thailand’s merger control regime has seen a number of movements since it came into force in December 2018. As at November 2024, twelve transactions had triggered pre-merger submissions to the Trade Competition Commission ( TCC), with five being foreign-to-foreign matters (see Question 5 for additional detail). The latest prominent case concerns Bangchak Corporation Public Company Limited and Esso ( Thailand) Public Company, both active as petrol service station operators in the same market. The TCC cleared this deal on 18 July 2023 and imposed six remedial measures to curb market concentration arising from the acquisition. Another notable development is CP Group’s takeover of Tesco Lotus, approved by the TCC on 6...
1. What is the applicable legislation? The primary statute applicable to foreign direct investment ( FDI) is the Foreign Business Act B. E. 2542 ( A. D. 1999) (the FBA). The FBA regulates business activities undertaken by foreign individuals or entities in Thailand. Under the FBA, a “foreigner” is defined as: an individual who does not hold Thai nationality a juristic person not registered in Thailand a juristic person incorporated in Thailand where foreign ownership represents one-half or more of the total shares and/or registered capital a limited partnership or ordinary registered partnership whose managing shareholder or manager is a foreign national The FBA identifies business activities that foreign persons or entities are restricted from, or barred from, conducting in Thailand. These activities are grouped into three lists under the FBA: List 1: businesses that foreign nationals are...
This Practice Note forms part of a cross-border guide that covers the key elements of establishing particular business vehicles across global jurisdictions. Member firms of the Multilaw international network contribute responses to core questions on the subject matter. Leading law firms within the Multilaw global law firm network supply answers to key questions on this topic. This instalment highlights principal issues arising on the formation of a public limited company in Thailand. Up to date as at 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm Common entities Which form of entity is addressed in this questionnaire? Which other commonly used entities in this jurisdiction are covered in another questionnaire? The private limited company and the representative office are handled in separate responses. Identify further entity types in your jurisdiction that exist but are not...
CASE HUB ARCHIVED —this archived case hub reflects the position at the date of the judgment of 18 October 2023; it is no longer maintained. See further, timeline. Case facts Outline An appeal was brought challenging the Commission’s decision fining Teva Pharmaceuticals Industries Limited and Cephalon Inc. a combined €60.5m for infringing Article 101 TFEU. The decision concerned a ‘pay delay’ arrangement under which Teva Pharmaceuticals Industries Limited agreed, after the expiry of patents, not to introduce a cheaper generic of Cephalon Inc.’s medicine for sleep disorders, Modafinil, in exchange for cash payments and other incentives ( AT.39686). Latest development On 18 October 2023, the General Court delivered its judgment and dismissed the appeal in its entirety......
This Practice Note examines the implications of the EU judgment Association belge des Consommateurs Test- Achats v Conseil des Ministres (the Test- Achats case) and other pertinent law for the use of sex-based actuarial factors in insurance products and occupational pension schemes. For guidance on whether EU judgments bind UK courts, see Practice Note: Assimilated law — Assimilated case law. Common insurance practices before the Test- Achats case Before the Test- Achats case, insurers commonly followed several standard approaches: statistically, women are expected to live longer than men, so insurers typically offered women lower annuity rates for the same capital sum because payments had to be made for a longer period statistically, men are involved in more car accidents than women, so insurers often charged men (particularly young men) higher premiums for motor cover statistically, women are more likely than men to claim on...
Territorial application, scope or reach of relevant applicable or mandatory law This Practice Note explores the territorial application, reach and scope of applicable or mandatory rules, namely, how the courts and employment tribunals decide which statutory rights (if any) attach to an employee who works overseas and/or is engaged by a foreign employer. It has been revised to reflect Brexit and the conclusion of the implementation period ( IP) for the Withdrawal Agreement on IP completion day (11 pm on 31 December 2020) as it relates to this area of law. Between 1 January 2021 and the close of 2023, there was no alteration to the law affecting how UK courts approach the territorial scope of statutory employment rights, this being a domestic question. Additionally, the supremacy of EU law was, to a large extent, maintained by the European Union (...
Certain sums paid when an employment or office ends can be received free of tax. In practice, many of these reliefs are easily overlooked. A termination payment may escape tax because it fits within the £30,000 exemption, because the whole amount is specifically relieved by statute, or because it is not regarded as employment income at all. These reliefs apply only to payments that would otherwise be taxable as termination payments within section 401 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). They do not extend to amounts chargeable under other provisions as earnings, benefits, payments for restrictive covenants, or sums from an employer financed retirement benefits scheme, as those other charging rules ( ITEPA 2003, ss 62, 63–214, 225 and 394) take precedence—see Practice Note: Termination payments and tax. Those statutory charging rules in ITEPA 2003, ss 62,...
A note on terminology Under the Law of Property Act 1925 ( LPA 1925), the holder of a legal mortgage may appoint an LPA receiver in two circumstances: when the mortgage monies fall due, and after a demand for payment is made in accordance with the mortgage terms Alternatively—and more typically—the right to appoint arises under the provisions of the charge itself. In either scenario the appointee is often described as a fixed charge receiver (although, in the latter case, they are not technically an LPA receiver, the label is still commonly used in practice). Lack of statutory provision There is no legislation that sets out how an LPA/fixed charge receivership should be brought to an end. As the authority to appoint an LPA/fixed charge receiver derives from the legal charge, once that charge is discharged the receiver’s office ends and no further powers remain. A...
Termination of a construction contract A construction contract can be brought to an end—discharged, terminated or determined—in several ways. Chief routes include: performance mutual agreement or release misrepresentation or fraud (see Practice Note: Misrepresentation—rescission as a remedy) frustration (see Practice Note: Discharge by frustration) at common law for a repudiatory breach of contract (repudiation) exercising a contractual right to terminate, for example: for breach of contract at will on insolvency This Practice Note considers ending a construction contract at common law for repudiatory breach, and termination under an express contractual power either for breach or on an at-will basis. For guidance on ending for insolvency, see Practice Note: Termination on insolvency in...
This Practice Note covers how the Commercial Agents ( Council Directive) Regulations 1993, SI 1993/3053 (the Commercial Agents Regulations) govern the termination of a commercial agency arrangement It also sets out a commercial agent’s entitlement to receive compensation or, alternatively, an indemnity when the agency is brought to an end. The Note examines how compensation and indemnity can be assessed on termination under the Commercial Agents Regulations, as well as the situations in which neither compensation nor an indemnity will be payable... The Commercial Agents Regulations took effect on 1 January 1994, giving effect to Council Directive 86/653/ EEC ( OJ L 382/17), the EU Commercial Agents Directive. Although founded on EU law, the Regulations were preserved by the European Union ( Withdrawal) Act 2018 (as amended) from 11 pm on 31 December 2020 ( IP completion day). They were not revoked by the...
This Practice Note This Practice Note examines the ways in which a consultant’s appointment may come to an end, considers the stance taken by standard forms, and includes sample termination clauses. It should be read together with Practice Note: Termination of a construction contract, which offers broader guidance on termination in the construction setting... How might an appointment be terminated? by performance—ie once the employer and consultant have fully discharged their contractual duties through a mutual agreement whereby each party releases the other from further obligations following a misrepresentation or fraud (see Practice Note: Misrepresentation—rescission as a remedy) by frustration (see Practice Note: Discharge by frustration) at common law for a repudiatory breach of contract (see Practice Note: Repudiation of contract) under an express contractual term (which may permit termination on specified events and/or give the employer a right to...
Scope of this Practice Note This Practice Note addresses preparing a contract termination notice for breach, together with, where suitable, a without prejudice offer letter to resolve any claim stemming from the termination. It pinpoints the principal issues to assess and explains, in detail, the context underpinning the drafting of each of our bespoke termination notice Precedents and the context behind them. It also considers multiple bases for terminating, and the choice between relying on an express contractual right to terminate or proceeding at common law for repudiatory breach when both avenues exist, ensuring your termination notice is valid and evaluating whether, if deemed appropriate, to enclose it with an offer to settle any liability arising from the breach. For guidance on using our related bespoke notice of breach Precedents, see Practice Note: Drafting notices of breach of...
If a party to a construction contract enters insolvency, the consequences are governed by the Insolvency Act 1986 ( IA 1986). Nonetheless, the contract itself may expressly set out what should occur if a party, most commonly the contractor, becomes insolvent. With the introduction of the Corporate Insolvency and Governance Act 2020 ( CIGA 2020), suppliers are barred from using contractual termination rights that arise because of insolvency, by virtue of section 233B of the IA 1986. CIGA 2020 is a notable reform of UK insolvency law and may influence supply chains across the construction sector. These statutory provisions operate alongside any express terms within the agreement that address insolvency events for either party, in particular where the contractor is concerned. The IA 1986 The IA 1986 addresses both the bankruptcy of individuals and the winding up of companies. Where an individual...
Entering a joint venture ( JV) usually calls for significant planning and effort from the JV participants who have chosen to collaborate for mutual benefit, commonly by pooling costs, resources and expertise. At the point of entering into a JV arrangement, the parties may already hold views on the circumstances that could lead to, and the timing of, terminating the JV. Nevertheless, even where there are no clear intentions at the outset about when and in what situations the JV should end, thought should still be given to the events that might result in its termination. The joint venture agreement/shareholders’ agreement ( JVA) will often specify, from the start, procedures for ending the JV and the conditions in which a JV party can depart the JV. Ending the JVA is separate from winding up the joint venture company ( JVC). Careful...
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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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