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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 explains how a PFI or PF2 project can be terminated. It outlines the ways termination may occur, and examines the aftermath, the risks tied to bringing a project to an end, and the practicalities that parties should factor in. In the 2018 Budget (delivered on 29 October 2018), the government announced it would stop using PF2 for new projects (see News Analysis: Budget 2018—what does it mean for infrastructure and housebuilding?). Nevertheless, existing PFI and PF2 arrangements will carry on and, given the usual duration of these schemes, are expected to do so for many years. Both public and private sector participants have traditionally viewed ending a PFI as a ‘nuclear’ course, laden with risk and potential cost exposure. Yet pressure on public sector finances is considerable, and some authorities may regard terminating expensive PFI contracts as a credible option. Although...
This Practice Note sets out the legal and practical considerations when terminating the employment of a senior executive or an executive director. Introduction Multiple factors must be addressed when planning the dismissal of a senior executive. Extra points arise if the person also serves as a director. This Note outlines these matters and directs readers to further, more detailed, resources. Tactical issues When contemplating dismissal of a senior executive, an employer should consider: how any potential disruption to the business can be reduced; how the departure should be communicated to fellow executives and remaining staff, and what explanation should be provided; how quickly the dismissal could and should proceed. While these factors apply to any employee, extra complexities arise with senior executives, and additional ones where the executive is also a director, including removal from office, payment for and disclosure of loss of office, and...
This Practice Note explores how a distribution agreement may come to an end, covering rights to terminate under common law on notice, for breach, or by invoking express termination clauses in the contract itself. It gives guidance on termination for breach of contract and on serving effective notice to bring a distribution agreement to a close. It also examines the termination rights that might be set out in a written distribution agreement, the consequences of termination, and whether duties persist afterwards, including confidentiality commitments and post-termination restraints. Distribution agreements, like other commercial dealings, are not designed to endure forever. They should continue only while both parties derive mutual benefit and the arrangement remains compliant with applicable legislation. A well thought-through commercial arrangement should foresee that, once it no longer has a commercial rationale, it will need to be terminated. The legal route to...
A commonhold scheme can be terminated by: an application made within the transitional period a voluntary winding up approved by the commonhold’s unit-holders a compulsory Court-ordered winding up where the commonhold association is insolvent, or an order of the Court under section 55 of the Commonhold and Leasehold Reform Act 2002 ( CLRA 2002) Application during the transitional period Once the development site has been registered as commonhold land, a ‘transitional period’ follows, during which the development proceeds as intended and is implemented. In this interval, the freeholder may rethink their position and revoke the registration if they so choose... Voluntary winding-up Unit-holders can decide collectively to end the commonhold (for example, where the building is older and members choose to sell to a developer and apportion the proceeds between themselves), bringing matters to a close by mutual...
The Terminally Ill Adults ( End of Life) Bill (the Bill) marks a notable development in UK law on end-of-life choice. Put forward as a Private Member’s Bill by Labour MP Kim Leadbeater, it would permit assisted dying for terminally ill adults in England and Wales, subject to strict eligibility tests and procedural protections. What is the current legal position on assisted dying? Although suicide was decriminalised in 1961, section 2 of the Suicide Act 1961 still makes it an offence to encourage or assist another person’s suicide. How has the Bill progressed? The Bill was tabled on 16 October 2024 and cleared its second reading in the House of Commons on 29 November 2024 by 330 votes to 275. Across a 14 day committee stage, more than 500 amendments were examined. It then passed third reading in the Commons on 20 June 2025, with a slim...
Term and termination This Practice Note outlines a range of approaches to drafting term and termination clauses in commercial contracts for business-to-business ( B2B) dealings. It explores how express contractual provisions align with common law rights concerning the length and ending of contracts, offers practical guidance on preparing term and termination clauses, and highlights the principal issues to address in negotiations. Where an agreement is silent on duration or ending, if a dispute arises, the courts will apply common law principles to discern the parties’ intentions. To reduce uncertainty, it is typical to include express clauses that set out the duration and termination of a contract. As a rule, contractual rights to terminate are additional to, and not a replacement for, common law rights. This Practice Note concentrates on contractual terms dealing with duration and termination in a general commercial context, why they warrant...
Practice Note Term sheets in lending transactions This overview introduces key information on term sheets used in lending arrangements. It covers: the situations in which term sheets are deployed in lending transactions when term sheets are intended to be legally binding principal considerations when negotiating term sheets for borrowers and lenders core provisions in term sheets, including those in the Loan Market Association ( LMA) recommended form of term sheet For a more detailed discussion of the LMA investment grade term sheet, see Practice Note: Loan Market Association investment grade term sheet—commentary. For practical guidance on negotiation points in term sheets, see Practice Note: How to draft and negotiate a LMA investment grade term sheet. For a precedent term sheet for a bilateral lending transaction, see Precedent: Term sheet (for a term loan facility): single company...
This Practice Note looks at Term Loan B ( TLB) facilities, which often feature as a senior tranche within syndicated loans in leveraged financings. TLBs are long-established in the US market and are increasingly seen in the European lending market for institutional investors. It examines the structure of a typical TLB and how it diverges from traditional European leveraged loans, before setting out the key features. This Practice Note assumes some understanding of leveraged finance. For introductory information, see: Introductory guide to acquisition finance. For explanations of common terms, see Practice Note: Glossary of acquisition finance terms and jargon. What is a Term Loan B? In lending markets, ‘ Term Loan B’ or ‘ TLB’ (short for Term Loan Bullet) describes a tranche of senior secured credit facilities made available to a borrower and intended to be syndicated in the...
This Practice Note examines defenders’ tenders in civil proceedings in Scotland. For guidance on: further aspects relating to judicial tenders in Scotland, see the Practice Notes: Making and responding to judicial tenders in Scottish civil litigation, and Tenders in multi-party Scottish civil litigation alternative, extra-judicial settlement routes in Scottish civil cases, see Practice Notes: Alternative dispute resolution in Scotland, Pursuers’ offers in Scottish civil proceedings, and Scotland civil disputes: negotiating and drafting a settlement agreement—checklist the nearest counterpart in civil proceedings in England and Wales, see Settlement and settling disputes—overview, which, as well as providing an overview of the topic, links through to more detailed guidance on settlement mechanisms in England and Wales, including Practice Notes: Settling disputes—settlement offers ( Calderbank, WPSAC and Part 36) and Without prejudice...
STOP PRESS: From 24 February 2025, the core provisions of the Procurement Act 2023 ( PA 2023) have taken effect. Any procurement launched on or after that date must proceed under PA 2023. Procurements started under the earlier frameworks—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be run and overseen in line with those rules. See Practice Note: Introduction to the Procurement Act 2023— PA 2023. This content relates to the Procurement Act 2023 regime. This practical guidance addresses public procurement under PA 2023. Under this regime, tender notices replace contract notices under the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102. For practical guidance on contract notices under PCR 2015, see Practice Note: Prior information notices and contract...
This Practice Note sets out the remedies available to a tenant who has applied for consent to carry out alterations in circumstances where consent is not to be unreasonably withheld, but the landlord has nevertheless refused the request unreasonably. For an explanation of when a landlord must not withhold consent unreasonably, and what amounts to an unreasonable refusal, see Practice Note: Landlord’s consent to alterations. For the landlord’s remedies where a tenant undertakes alterations without consent, see Practice Note: Landlord’s remedies for alteration without consent. Complete alterations without consent Where consent has been unreasonably withheld, a tenant is entitled to proceed with the alterations without obtaining that consent......
Under the Landlord and Tenant Act 1927 ( LTA 1927), tenants of particular holdings may issue a notice confirming they plan to make identified improvements to the premises. This Practice Note explains the steps to follow and how the court decides what amounts to a tenant’s improvement in this context. It further addresses a landlord’s choice to undertake the works itself and the landlord’s duty to compensate in respect of an improvement. It does not address the transformation of a qualified alterations covenant into a fully qualified covenant (for improvements) under LTA 1927, s 19(2). For that topic, see Practice Notes: Landlord’s consent to alterations and Negotiation guide—alterations clause—commercial leases. Tenants’ entitlement to serve notice Subject to limited exceptions, a tenant using all or part of its premises for the purposes of a trade or business (including a profession) is entitled to serve notice of its...
Introduction This playbook sets out guidance on negotiating a forfeiture (right of re-entry) clause for leases of parts within larger buildings, for example an office block or shopping centre (or similar retail setting), with the aim of securing tenant-favourable outcomes (‘tenant-friendly’ or ‘pro-tenant’). It contains preferred drafting, fallback wording, and commentary designed to benefit the incoming tenant. It is intended for use by lawyers representing prospective tenants and by in-house counsel, who should tailor it as required to address client-specific matters and to ensure the client’s position is comprehensively protected. The degree of risk referenced in the playbook may differ according to the client. Please note that this playbook does not provide drafting for cases where the tenant holds a marked negotiating advantage (for example, where the tenant is an anchor tenant). It forms part of a wider suite of pro-tenant...
This Practice Note sets out the remedies available to a tenant who has applied for consent to change use in circumstances where consent must not be unreasonably withheld, and the landlord has unreasonably rejected the application. For guidance on when a landlord must not unreasonably withhold consent, and what amounts to an unreasonable refusal, see Practice Note: Permitted use, change of use and preventing a competing use — leases. For the landlord’s remedies where a tenant breaches a user clause, see Practice Note: Landlord’s remedies for change of use without consent. Change the use without consent Where consent has been unreasonably withheld, the tenant is entitled to proceed without it. The need for consent......
This Practice Note sets out the remedies open to a tenant who has sought consent to assign or underlet where consent must not be unreasonably withheld, and the landlord has refused the application without reasonable grounds. For further guidance on when landlords are prohibited from unreasonably withholding consent, and what amounts to an unreasonable refusal, see Practice Note: Landlord's consent to assign or underlet. For the landlord’s options where a tenant assigns or underlets without approval, see Practice Note: Landlord’s remedies for assigning or underletting without consent. Assign or underlet without consent If consent has been withheld unreasonably, the tenant may assign or underlet without obtaining it. In such circumstances, the consent requirement effectively ceases to apply. For practical purposes, this is......
This Practice Note explains when and in what circumstances, under section 31A of the Landlord and Tenant Act 1954 ( LTA 1954), a tenant can seek to overcome a landlord’s resistance to renewal on relevant redevelopment grounds pursuant to LTA 1954, s 30(1), ground (f), for example by proposing a fresh tenancy that contains detailed provisions granting the landlord lawful access and necessary facilities to undertake the planned works, or by agreeing to a new tenancy of an economically distinct part of the existing holding, thereby enabling the landlord to reasonably carry out the proposed works. Where a landlord opposes renewal of a business tenancy on ground (f) (intention to demolish or reconstruct the premises—see Practice Note: Grounds of opposition: ground (f)—demolition, construction, reconstruction and substantial works), the tenant may defend its application for renewal if LTA 1954, s 31A...
Practice Note overview This Practice Note sets out the key concepts and common hazards involved in the reinstatement of tenants’ alterations. The topic is often contentious: landlords may inherit premises in an unlettable condition, and tenants can be required to carry out reinstatement works—potentially lasting months—right at the eleventh hour... Scope exclusions Reinstatement following damage by an insured (or uninsured) risk—see instead Practice Notes: Negotiation guide—insurance clauses—commercial leases and Insurance issues for tenants Dilapidations in relation to disrepair—see instead: Dilapidations—overview No reinstatement obligation Where there is no obligation to reinstate the demised premises, any lawful alteration becomes part of the premises and the tenant cannot be compelled to reverse it. The tenant must yield up the premises with those alterations, although it may remove any tenant’s fixtures up to the very last moment of the term—see Practice Note: Fixtures and fittings. In Peel Land and...
Common law on making alterations Under common law, an implied term confines a let property to the use for which it was demised; put another way, the tenant must not invert the possession. By virtue of that implied obligation, a tenant is restrained from undertaking material, structural changes to the leased subjects without the landlord’s agreement or permission. Where unauthorised material structural works are carried out, the landlord may, in the absence of acquiescence, oblige the tenant to reinstate the premises to their former condition. In short, works of that nature done without consent are prohibited. Consent remains essential always. See: Leck v Fulton and Thomson (1854) 17 D 408 (not reported by Lexis Nexis®) and Muir v Wilson. That said, a landlord’s behaviour may amount to acquiescence, precluding any later challenge to an inversion of possession. In Moore v Munro (1896) 4 SLT 172 (not...
ARCHIVED: This Practice Note is archived and is not being maintained at the present time. It outlines the temporary easing of duties on local authorities ( LAs) concerning assessments of Education, Health and Care needs, and the delivery of provision within their local authority area. It sets out what has altered in respect of statutory obligations and the relaxation of timescales by which an LA must act, to accommodate extreme pressures on resources and a possible shortage of key staff for the duration of pandemic management. These easements are permitted only where the justification relates to the incidence or transmission of coronavirus ( COVID-19). Coronavirus ( COVID-19) response In March 2020, the Coronavirus Act 2020 ( CA 2020) was published and, within it, the Secretary of State was empowered to give a notice that disapplies or modifies certain legal duties due to coronavirus...
Background to the Temporary Insolvency Practice Direction Supporting the Insolvency Practice Direction The coronavirus ( COVID-19) outbreak brought about extraordinary lockdowns and social distancing. Consequently, both the courts and their users found it difficult to perform routine activities. In reaction, new court protocols and procedures have been adopted—see Practice Note: Coronavirus ( COVID-19)— Changes to the court process in insolvency proceedings [ Archived]. To complement those measures, and to address particular issues arising in insolvency work, a Temporary Insolvency Practice Direction ( TIPD) came into effect on 6 April 2020. That direction lapsed and was succeeded by further iterations of the TIPD (in identical terms), the latest of which was issued on 30 June 2021. The 30 June 2021 version expired on 30 September 2021 and has now been superseded by a new temporary insolvency practice direction supporting the insolvency practice direction ( MIPD 2021). For more...
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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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