Legal Practice Notes

Prepared in collaboration with 4 Pump Court, this Practice Note condenses the choices open to a party aiming to stop enforcement of an adjudication decision, while also signposting grounds the court has dismissed or rejected. The courts adopt a pro-enforcement stance towards adjudication outcomes and, as set out below, the instances in which a decision will not be enforced (or a stay of execution will be ordered) are tightly constrained. Summary of grounds for resisting enforcement The court will refrain from enforcing an adjudicator’s decision, or grant a stay of execution, only in narrowly defined situations: the adjudicator lacked jurisdiction (see Practice Note: Grounds for a jurisdictional challenge in an adjudication) there was a serious or material breach of natural justice in the adjudication (see Practice Note: Breach of natural justice in adjudication) the referring party is insolvent and/or there is a risk of...

Produced in association with 4 Pump Court The judiciary has consistently confirmed (see eg Ferson Contractors v Levolux) that the purpose underlying the Housing Grants, Construction and Regeneration Act 1996 ( HGCRA 1996) is the prompt enforcement of adjudication outcomes; allowing parties to resist enforcement by advancing set‑off would cut across that purpose. Accordingly, where an adjudicator orders a payment, the paying party must discharge the sum in full, with no deduction or set‑off. Save in very limited circumstances, set out below, a separate contractual entitlement—such as a right to liquidated and ascertained damages ( LADs)—cannot be relied upon to fend off enforcement of an adjudicator’s decision. Parties who attempt to set‑off against an adjudicator’s award therefore face a steep and difficult task......

This Practice Note sets out the steps for dealing with many of the most frequent residential service charge disputes under the Landlord and Tenant Act 1985 ( LTA 1985). It covers a landlord’s ability to recover residential service charges, whether a demand is reasonable, when demands must be issued, the timing and wording of formal notices, and the process for issuing an application in relation to service charge demands and recovery before the First Tier Tribunal ( Property Tribunal), together with the recovery of the landlord’s costs arising from service charge proceedings. For broader guidance on the statutory consultation regime for qualifying works and qualifying long term agreements, and the kinds of disputes that process may trigger, see the separate Practice Note: Consultation for residential service charges. The power to recover residential service charges A core principle for service charge recovery is that a...

The tax treatment of real estate in the UK The tax treatment of real estate in the UK presents a range of concerns for investors, spanning direct liabilities and indirect imposts, chiefly stamp duty land tax ( SDLT) on acquisition and VAT (including recovery of input VAT on expenditure). Although most of these points apply regardless of the intended post-development use of the property, approaches will vary depending on whether the asset is destined for residential occupation or another purpose. This Practice Note addresses the indirect tax questions arising on the development of land for residential use, while the direct tax aspects linked to such projects are dealt with in Practice Note: Development of residential property—direct tax considerations. Matters that arise when land is developed for alternative uses are covered in Practice Notes: Development of commercial...

This Practice Note summarises several of the principal ways in which a residential flat project can be structured. It provides an overview of alternative leasehold flat arrangements for both developers and purchasers of residential flats. A central issue in residential leasehold developments is securing adequate, enforceable covenants for the repair, maintenance and insurance of the shared parts of the development (that is, the structure, foundations, roof, principal walls, internal and external communal areas and common services). It also addresses how obligations for the common parts are allocated among the key parties. The following structures, and their differing approaches to apportioning responsibility for the shared parts between landlords, management companies and tenants, are considered: developer/landlord retains the reversion and the management role developer/landlord keeps the reversion but outsources management duties developer/landlord keeps the reversion while tenants assume management...

This Practice Note examines enquiries before contract—also referred to as pre-contract enquiries, preliminary enquiries or standard enquiries—within residential conveyancing transactions. It proceeds on the basis that the parties have adopted the Law Society Conveyancing Protocol (2019) (the Protocol) and that the buyer’s conveyancer is additionally acting for a lender in line with the UK Finance Mortgage Lenders’ Handbook (the UKFML Handbook) or the Building Societies Association Mortgage Instructions (the BSA Instructions). See Practice Notes: The Law Society’s Conveyancing Protocol and Lenders' instructions—the UK Finance Mortgage Lenders' Handbook and the Building Societies Association Mortgage Instructions. Why raise enquiries? At common law, the guiding doctrine is ‘caveat emptor’—‘let the buyer beware’—so a seller has only a limited duty to disclose information about the property. It is principally for the buyer to ensure they understand what they are purchasing, including the nature of the property and any rights or...

This Practice Note provides links to the standard residential pre-contract enquiries. For overall practical guidance on making and replying to enquiries before contract, refer to Practice Note: Residential conveyancing—enquiries before contract. For guidance on pre-contract enquiries relating to commercial property, consult Practice Note: Commercial Property Standard Enquiries— CPSE......

This Practice Note explores key issues surrounding the payment and holding of deposits in residential conveyancing transactions. Nature and purposes of a deposit There is no common law obligation for a buyer to pay, or a seller to request, a deposit. A deposit becomes payable only where the contract of sale includes an express term to that effect. A deposit serves two purposes: it gives the seller security that the buyer will perform the contract, and it acts as part payment of the purchase price on completion The deposit therefore provides the seller with confidence that the buyer will fulfil their contractual duties. How much deposit is payable? The memorandum of sale should state the deposit agreed between the buyer and the seller and due on exchange. As a routine check, each party’s conveyancer should confirm with their client that the figure shown in the memorandum is...

Common law—implied terms Reasonable care and skill Where a purchaser obtains a house from a builder either: during the course of its construction, or under a contract to build it, the common law implies a term that the builder will perform in a proper, workmanlike manner. It is also implied that the builder will provide sound and suitable materials. Fit for human habitation Common law further implies a term that the property will be reasonably fit for human habitation. Liability covers defective design as well as poor materials or workmanship. The Court of Appeal decided the term applied where a buyer purchased from a builder a house completed save for decorations, certain fittings, and plastering in one room. Subject to the Unfair Contract Terms Act 1977 ( UCTA 1977), which permits exclusion only where reasonable, express terms may displace the implied terms. They are not, however,...

FORTHCOMING CHANGES At the Budget on 26 November 2025, the government outlined small corrective updates to the residence-based tax rules introduced by Finance Act 2025. Key measures are: Newcomers seeking access to the foreign income and gains ( FIG) regime must be at least 10 years of age at the start of the tax year. Claims for FIG relief are confined to offsetting the particular foreign income, foreign employment income or foreign gains to which they directly relate. Aligning the qualifying asset holding company ( QAHC) framework so carried-interest-style returns connected with services provided to a QAHC benefit from FIG relief. Amending the capital gains tax ( CGT) residence test for personal representatives so they are not UK resident where the deceased was UK non-resident but was a long-term UK resident for inheritance tax purposes. ...

Residence of individuals Q& As This Practice Note collates Q& As on the residence of individuals, covering residence under the statutory residence test ( SRT) and the considerations when entering or leaving the UK. For general guidance on residence, see: Residence of individuals—overview. While new Q& As are added to this Practice Note as they arise, the individual entries are not currently maintained and record the law only as at the date shown in each instance. SRT and split year treatment In broad terms, the SRT deems an individual to be either UK resident, or not UK resident, for the whole of a tax year. In certain situations, the split year rules soften this position where someone arrives in, or departs from, the UK part way through a tax year. There are eight situations (cases) in which a split year can be claimed. Under Case 4, at some...

This Practice Note sets out the aim of a reserved judgment and the constraints attached to receipt of a draft judgment. It also covers what a party ought to do upon receipt of a draft judgment and the limited situations in which it might be possible to prevent a draft judgment being handed down altogether. What is a reserved judgment? A court may reserve judgment by postponing delivery of its reasons for the decision to a later date in writing, rather than pronouncing judgment orally immediately after the hearing or trial ends. At the close of the hearing the judge will usually confirm that judgment is reserved and will later circulate a draft written judgment to the parties. The practice started in the Court of Appeal and was extended to the High Court. Where judgment is to be reserved, the judge may, at the...

This Practice Note is designed to help immigration advisers research whether EEA countries and Switzerland permit dual or multiple nationality. It may assist advisers whose clients are contemplating applications for British citizenship or for citizenship of another EEA country or Switzerland, particularly following the UK’s departure from the EU. Each country sets its own criteria for who may acquire citizenship and whether dual or multiple citizenship is allowed. As these rules can change, the latest information should be obtained and confirmed. Clients should also be encouraged to consider whether applying for citizenship could have tax or other consequences, including any impact on the citizenship or immigration status of their family members. EEA citizens and British citizenship Some EEA nationals might already be British citizens without needing to apply, for example if they were born in the UK in certain...

This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table...

Rescission may either signify that a contract is brought to an end for breach, or that it is regarded as if it had never existed—this latter being rescission ab initio. This Practice Note sets out the meaning of these two distinct remedies, the choices open to the parties, and what the Standard Conditions of Sale ( SCS) and the Standard Commercial Property Conditions ( SCPCs) stipulate in this regard. For contractual remedies in relation to property contracts generally, see Practice Notes: Notice to complete Repudiation of property sale contracts Specific performance of property agreements Liability for breach of property contract after completion Return or forfeiture of a deposit Misrepresentation, misstatement and non-disclosure in property matters Exclusion clauses in property...

When commercial software is obtained from a supplier, what is typically granted is a non‑exclusive licence. The supplier keeps copyright in the code; they authorise delivery or download of the code to the customer and, in return for a fee, the customer accepts a licence governed by often extensive terms and conditions. Although people speak of software being ‘bought’ or ‘sold’, for commercial offerings there is, almost without exception, no transfer of title. Only a restricted permission to use is conferred. This Practice Note reviews the legal and commercial questions over whether such licences, when no longer needed by the licensee, can be ‘resold’, that is, assigned to a new user. Second-hand software market This Practice Note focuses on the resale of business software, not games software; the latter combines music, imagery and animation, creating further copyright complications. After the Court of Justice of the EU’s...

This Practice Note outlines the requirements for a public company limited by shares to convert to a private unlimited company with a share capital (re-registration from public to private unlimited) under Part 7 of the Companies Act 2006 ( CA 2006). What is an unlimited company? An unlimited company is one whose members have no ceiling on their liability to contribute towards the company’s obligations on a winding-up. Such a company cannot be a public company, so a public company wishing to become unlimited must also become private. An unlimited company may exist with or without a share capital—for instance, if a private company limited by guarantee re-registers as unlimited, it will have no share capital; however, where a public company re-registers as a private unlimited company, it will always have a share capital, as a public company cannot be limited by...

THIS PRACTICE NOTE APPLIES TO SCHEMES THAT WERE CONTRACTED- OUT SALARY- RELATED ( COSR) SCHEMES BEFORE 6 APRIL 2016 This Practice Note sets out the conditions an employer wishing to contract-out on a salary-related basis (also referred to as DB contracting-out) had to meet to secure a contracting-out certificate before DB contracting-out was abolished on 6 April 2016. It sets out the compliance requirements employers had to follow to obtain that certificate. It applies to schemes that were contracted-out salary-related ( COSR) schemes prior to that date. For further detail on the abolition of DB contracting-out, see Practice Note: Abolition of DB contracting-out—an introduction [ Archived]. Types of contracting-out certificates Most contracting-out certificates were granted in respect of a single employer (individual contracting-out certificates). However, where the scheme was a multi-employer scheme, a contracting-out certificate could, in certain...

This Practice Note forms part of a cross‑border guide covering the fundamentals of establishing particular business vehicles across worldwide jurisdictions. Member firms of the Multilaw network respond to core queries on the subject. Here, the guide outlines principal issues when setting up a joint stock company in the Republic of Korea. Information is current as at 13 January 2023. Authors: Hyeong Gun Lee, Ki Wook Kang, Yi Jun Chang and Junghae Kang, Lee & Ko, a Multilaw member firm. Common entities 1. Which entity form is addressed by this questionnaire? Which other commonly used entities in this jurisdiction are dealt with in a separate questionnaire? This response concerns the joint stock company— Chusik Hoesa. 2. Identify other entity types available in your jurisdiction that exist but are not covered by a questionnaire at present Limited (liability) company— Yuhan Hoesa Limited liability company— Yuhan Chaekim...

What are representations and warranties? A representation is a pre‑contractual statement of fact from one contracting party, intended to induce the other to enter the contract. If that statement is false or misleading, it can found a claim for misrepresentation under general law, with remedies of rescission and/or damages depending on the type of misrepresentation (see Practice Note: Misrepresentation—what it is and similar claims). A warranty, by contrast, is a contractual term which, if breached, gives rise to damages but not a right to rescind the contract. In subscription and programme agreements, as with other finance documents, formal confirmations that a particular state of affairs exists are grouped together under the composite label ‘representations and warranties’. In principle this may widen the remedies potentially available to managers or dealers; however, in practice they are more likely to rely on the specific...