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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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The Financial Reporting Council’s UK Corporate Governance Code ( UKCG Code) stands as the benchmark for effective governance for companies with a listing of equity shares in the equity shares (commercial companies) category. It sets out a series of recommendations on directors’ remuneration, including the requirement for such companies to establish a remuneration committee. This Practice Note examines the UKCG Code alongside other best practice guidance on how the remuneration committee should be composed, the committee’s remit and accountabilities, and the principles to apply when setting director remuneration policy and remuneration levels. For details on the remuneration of directors of companies with a listing of equity shares in the equity shares (commercial companies) category more generally, see Practice Note: Directors’ remuneration—quoted companies. The UKCG Code, the UK Listing Rules and the DTRs For general information on the application, purpose and provisions of the UKCG Code, and the...
The UK Corporate Governance Code ( UKCG Code) encourages companies with equity shares listed in the equity shares (commercial companies) category, whether incorporated in the UK or overseas, to establish a remuneration committee. This committee is delegated authority to shape policy for executive director remuneration and to set pay for the chair, executive directors and senior management. Other quoted companies broadly mirror these arrangements when determining executive pay. Many remuneration committees also consult internal and/or external advisers on the structure and quantum of remuneration for executive directors and chairs. Requirement for a remuneration committee adviser According to the UKCG Code, the process for developing executive remuneration policy and deciding director and senior management pay should be formal and transparent. There is no legal or regulatory duty to appoint an adviser; nonetheless, it is commonplace, and the UKCG notes that companies may choose to do so. Where...
There are several routes, both uncontested and contested, to remove a personal representative; below is an outline of each method. Renunciation An executor can disclaim the right to apply for a grant of probate by a signed, witnessed written renunciation filed at the probate registry (see Practice Note: Removal, renunciation and retirement of personal representatives). Renunciation is barred where the executor has already intermeddled with the estate (see Practice Note: Intermeddling in an estate). By contrast, an administrator need not make any statement about intermeddling. A template for administrators’ renunciation appears in Form PA16. If an executor declines to renounce or to extract probate at that stage, the proving executors may obtain probate with power reserved to that executor instead (see Practice Note: The type of grant needed). Passing over–section 116 Senior Courts Act 1981 Under section 116 of the Senior Courts Act 1981 ( SCA 1981), the court can, in...
A trustee can be removed against their wishes in the following ways: under an express power in the trust instrument under section 36(1) of the Trustee Act 1925 ( TA 1925) by court order under TA 1925, s 41 by direction of the beneficiaries under section 19 of the Trusts of Land and Appointment of Trustees Act 1996 ( TOLATA 1996) Removal should not be undertaken lightly. Misconduct is not required: tension among the trustees may constitute sufficient grounds. However, a disagreement between the trustee and the beneficiaries about how the trustee exercises their discretion will generally not be enough on its own, though it can be considered. The overriding concern is always the beneficiaries’ welfare. Express power in the trust instrument Although TA 1925, s 36(2) expressly anticipates a power to remove trustees, in practice it is uncommon for a...
This brief note outlines the process for removing a company director under section 168 of the Companies Act 2006 ( CA 2006), and explains the key steps to follow in straightforward terms. Removal of a director by ordinary resolution of the members A director can be taken out of office at any time by an ordinary resolution of the members passed at a company general meeting, before their term ends, despite anything contained in any contract between the director and the company. Special notice of 28 clear days (that is, excluding the day the notice is given and the day of the general meeting of the company) of the proposed ordinary resolution to remove a director must be given to the company. If an annual general meeting ( AGM) is upcoming, a member may serve special notice of the proposed resolution so that it is included with the...
This Practice Note explores the principal regulatory obligations and matters that surface when the authorised corporate director ( ACD) of an open-ended investment company ( OEIC) is replaced. It addresses background on OEICs and ACDs, scenarios that may prompt an ACD change, practical points for dismissing an ACD, and the core steps and timescales for altering an OEIC’s ACD, including procedure and timing considerations in practice. Background to OEICs and ACDs An OEIC is a corporate investment fund, defined in section 236 of the Financial Services and Markets Act 2000 ( FSMA 2000), and is formally established and constituted by means of an instrument of incorporation. OEICs are designed to diversify investment risk and deliver to investors the advantages of professional investment management as a feature......
ARCHIVED: This Practice Note sets out the effect of the Wills Act 1837 ( Electronic Communications) ( Amendment) ( Coronavirus) Order 2020 (the WA 1837 Amendment Order), SI 2020/952, and the Wills Act 1837 ( Electronic Communications) ( Amendment) Order 2022, SI 2022/18. They amend section 9 of the Wills Act 1837 ( WA 1837) to state expressly that the remote witnessing of Wills is permitted during the coronavirus ( COVID-19) pandemic. Background to the changes WA 1837, s 9 ( Section 9 – Signing and attestation of wills), as it stood immediately before the WA 1837 Amendment Order, SI 2020/952, provided that no will was valid unless: it was in writing and signed by the testator, or by another person in his presence and by his direction; it appeared that, by his signature, the testator intended to give effect to the will; the...
This Practice Note explores how to inspire and oversee direct reports who are not co-located with you. It is typically more challenging to energise and direct people who are working somewhere else. By sharpening your ability to lead at a distance, you also strengthen your capacity to motivate and manage colleagues who sit nearby. These skills travel well across contexts and teams. Motivation Although many believe lawyers are, or should be, self-starters and therefore naturally driven, a team leader worth their salt must determine what stirs each person in the group, rather than rely on blanket assumptions. Assuming that one individual’s motivators will influence another in the same way is a fundamental error. For instance, some in-house lawyers constantly pursue variety and novelty, while others would rather remain within their comfort zone. The first group may need to recognise they cannot hop from one new thing to the...
ARCHIVED: This Practice Note is archived and no longer maintained. Practice Note: Remote hearings in international arbitration—a practical guide may aid those examining this subject. This Practice Note includes an updated version of chapter 53 of ‘ International Commercial Arbitration Practice: 21st Century Perspectives’ authored by Paul E. Mason (copyright 2020 Matthew Bender & Company, Inc, a Lexis Nexis® company, all rights reserved). The author observed that, with the arrival of the coronavirus ( COVID-19) pandemic in early 2020, video‑conferencing assumed fresh prominence and significance for use in international arbitration proceedings, as well as in mediations arising from disputes in international arbitration or elsewhere. The source material for this article derives from a chapter by the author on this topic, drawing on his experience organising and taking part in the world’s first international commercial mediation conducted by...
Remote execution— Q& As This Practice Note sets out Q& As addressing practical points arising with remote execution, with emphasis in particular on the following scenarios: Virtual execution Electronic signatures Share certificates Virtual execution If I cannot meet the people I am contracting with to sign a contract, how can I complete the contract securely and by virtual means? My company needs to enter into a document as a deed but everyone is working from home. Is it in fact possible to execute a deed virtually? Are mixed signings permitted? For example, where one party to a deed signs a counterpart in wet ink and another signs a counterpart using an electronic signature; where one counterpart is signed in wet ink and the other counterpart is executed by virtual means (a Mercury signature); or where one counterpart bears a Mercury signature and the other counterpart has been signed with an...
Archived This archived Practice Note examines when a remittance has arisen for the remittance basis of taxation. In determining this, reference must be made to the Conditions contained in section 809L of the Income Tax Act 2007 ( ITA 2007). ITA 2007, s 809L sets out four condition clauses: Conditions A and B, which operate together, and Conditions C and D, which apply independently. This Note concentrates on Conditions C and D, as well as the exclusions that apply to them... Abolition of remittance basis from 6 April 2025 The remittance basis of taxation was abolished for UK-resident, non-domiciled individuals with effect from 6 April 2025. The final year in which the remittance basis can be claimed is the 2024–25 tax year. From 6 April 2025, a new four-year regime, commonly known as the foreign income and gain ( FIG) regime, will be...
This Practice Note This Practice Note describes the range of routes that have existed to challenge an unfavourable decision made under, or linked to, the EU Settlement Scheme, noting they have not all been available throughout the Scheme’s life, nor at the same time. At different stages, the avenues have included: submitting a new application administrative review appeal judicial review Before the UK’s departure from the EU at 11 pm on 31 January 2020 (‘exit day’), there was no right of appeal to the First-tier Tribunal ( Immigration and Asylum Chamber) against any decision connected with the EU Settlement Scheme. An administrative review mechanism did operate for certain decisions under the Immigration Rules, Appendix EU, and for the cancellation of leave granted under that Appendix, but there was no equivalent for family permit decisions made under the...
Brexit: On 31 January 2020, the UK ended its EU membership and entered an implementation period, during which EU law continues to apply. Throughout this phase, the GDPR remains in force in the UK, and for EEA and UK data protection purposes the UK is, in general, treated as an EU (and EEA) state. Accordingly, references in this Practice Note to EU or EEA states should be read as including the UK until that period ends. For more guidance on that period, its length and the data protection laws expected to apply afterwards, see Practice Note: Brexit—implications for data protection [ Archived]. ARCHIVED: This Practice Note is archived material and reflects the position before the General Data Protection Regulation became applicable. It is provided for background only and is not maintained. The General Data Protection Regulation ( EU) 2016/679 (the GDPR) was...
Meaning of remediation Remediation carries a broadly framed and inclusive meaning under the Environmental Protection Act 1990, Pt IIA ( EPA 1990). It can comprise a variety of practical measures, such as, among others: assessment actions: evaluating the state of contaminated land, any controlled waters influenced by that land, or neighbouring and adjacent land remedial treatment actions: measures to eliminate or break significant contaminant linkages ( SCLs) monitoring actions: inspections undertaken to track the condition of the contaminated land, controlled waters, or any adjoining or adjacent land In short, remediation refers to the steps necessary to remove risks to human health, the environment, or controlled waters, and to restore the land so that it remains fully fit for its existing use......
What is a remedial action notice? A remedial action notice is employed by enforcement bodies such as the Food Standards Agency ( FSA) or a local authority where there has been a breach of the Food Safety and Hygiene ( England) Regulations 2013 ( FSH( E) R 2013), SI 2013/2996, or where an inspection under FSH( E) R 2013, SI 2013/2996 is being obstructed. The effect of such a notice is to: forbid the use of any equipment, or any part of the establishment, identified in the notice set conditions on, or prohibit, the carrying out of any process require the rate of operation to be reduced to the extent stated in the notice, or halted entirely Failure to comply with a remedial action notice is a criminal offence; see Practice Note: Criminal offences under the Food Hygiene ( England)...
Effect of remarriage, civil partnership or cohabitation on financial orders This Practice Note outlines how remarriage, entering a civil partnership, or cohabitation affects the ability to seek financial orders, and the implications for any existing orders. Section 28(3) of the Matrimonial Causes Act 1973 ( MCA 1973) sets out the rules on making applications for financial orders after a party later remarries or forms a civil partnership. In summary, once a decree or order has dissolved or annulled the marriage, if either party to that marriage remarries—whether before or after the Act’s commencement—or enters a civil partnership, that party is not entitled to apply, by reference to that decree or order, for a financial provision order in his or her favour, or for a property adjustment order, against the other party to that marriage. Consequently, after remarriage or the creation of a...
Individuals requiring care and support might have to relocate to accommodation better suited to their needs and circumstances. With appropriate assistance from the local authority, some may remain in their own accommodation instead. The Care and support statutory guidance confirms that ‘independent living’ sits at the heart of ‘promoting wellbeing’, which is the Care Act’s primary purpose. Enabling people to live as autonomously as possible, for as long as possible, is a fundamental principle of the Care Act 2014 ( CA 2014)... Community care assessments A local authority is obliged to assess the needs of any adult it believes may require care and support. Authorities are expected to apply a low threshold when deciding whether to undertake assessments in the first place. After completing an assessment, the authority must consider it in full and decide which services, if any, are needed to meet the...
What is REMA? In July 2022, the now-defunct Department for Business, Energy and Industrial Strategy ( BEIS)—whose energy remit has since moved to the Department for Energy Security and Net Zero ( DESNZ)—issued a consultation titled Review of Electricity Market Arrangements (2022 REMA Consultation), thereby commencing the Review of Electricity Market Arrangements ( REMA). Great Britain’s current electricity market design was put in place to support centralised, fossil fuel-based generation. REMA seeks to pinpoint the changes required to deliver a decarbonised, cost effective and reliable power system by 2035, while safeguarding security of supply, by tackling existing market imperfections and constraints that obstruct this shift. As set out in the 2022 REMA Consultation, the initial remit is expansive, examining potential reforms across all wholesale electricity-related markets and any technologies that do, or could, take part in electricity markets. This spans improving present...
This Practice Note This Practice Note sets out the obligations under the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, as amended. It likewise draws on sector guidance issued by the Joint Money Laundering Steering Group ( JMLSG) and the Legal Sector Affinity Group ( LSAG) for the legal sector. Clients frequently engage other advisers or liaise with additional relevant parties on the same matter, across different disciplines and firms; for example, in the context of a large transaction they might also retain accountants or tax specialists providing parallel input. They may already be instructing a separate division within your business group. As repeated requests for identical information from multiple advisers and business partners can be frustrating for the client, and frequently unnecessary, the MLR 2017 allow you to place reliance on third...
ARCHIVED: This Practice Note has been archived and is not maintained. What is the definition of a relinquished child? There is no formal legal definition of a relinquished child. In practical terms, the label generally describes circumstances in which a child’s parent or parents want their child to be adopted. The adoption agency An adoption agency is a local authority adoption agency or a registered adoption society. The agency’s role is to consider whether adoption is the most suitable overall option for a child. What should an adoption agency take into account when considering whether adoption is the best option for a child? The agency must have regard to the welfare checklist set out in section 1 of the Adoption and Children Act 2002 ( ACA 2002) when deciding whether adoption is in a child’s best interests. This confirms the principle that a child’s welfare is the...
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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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