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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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Why establish an Energy Service Company ( ESCo)? Before creating an ESCo, determine precisely what it is meant to achieve and whether a special purpose vehicle is warranted in the circumstances. For a general overview of what ESCos are, why they appeal to local authorities, and the issues that local authority ESCos have faced, see Practice Note: ESCo’s: their role in local authority projects. A local authority pursuing renewable generation—for instance, solar PV—may not require a company to do so; in many cases, constructing and operating the asset on the authority’s own balance sheet is preferable. The same applies where a local authority sells power from renewables through private wire arrangements. Of the three pillars of the energy landscape (generation, distribution and supply), supply usually presents the strongest case for a distinct legal entity. Where a local authority plans to provide heat,...
This Practice Note explores the role of an Energy Services Company ( ESCo) in local authority schemes. It outlines, in broad terms, what an ESCo is and the potential structures it might use. It also sets out the advantages for a local authority in appointing an ESCo. In addition, it addresses the reduced popularity of local authority ESCos after a number of high-profile failures in the early 2020s, together with potential explanations for those outcomes. For further detail on creating a local authority ESCo, see Practice Note: How to establish a local authority Energy Services Company. What is the ESCo model for local authority projects? There is no single, settled definition of an ESCo, and the term has no particular legal status. It has been applied to organisations involved in generating, distributing and/or supplying energy to end users, as well as those working on demand...
Council members for a principal area Local government electors within a principal area choose its council members. Non-metropolitan counties are divided into electoral divisions, while metropolitan and non-metropolitan districts are arranged into wards, each electing a specified number of councillors. The electoral arrangements for every principal council are reviewed periodically, from time to time, or when a review is requested. A separate election is held for each electoral division or ward. Councillors serve a term of four years in duration......
This Practice Note considers the fiduciary duty of confidentiality, wrongful and fraudulent trading, and the significance of managing roles within local authorities and companies. For more on local authority companies, see Practice Note: Local authority companies. For guidance on directors’ duties, see Practice Note: Duties of directors of local authority companies under CA 2006. Fiduciary duty of confidentiality What is a fiduciary relationship? A fiduciary relationship arises at common law where A and B agree that: A will act for, or for the benefit of, B in circumstances creating a relationship of trust and confidence A holds discretion or authority that affects B’s interests B, in turn, relies on A for information or advice Fiduciary duties are owed by: partners (to one another) solicitors and other professional advisers (to their clients) trustees (to...
This Practice Note offers practical guidance on the establishment and use of companies by local authorities ( LAs). It outlines the governance framework of companies and the categories of company directors. Governance structure of companies The majority of companies are incorporated by registration under the Companies Act 2006 ( CA 2006) or earlier Acts. Some companies and corporations are created by private Acts of Parliament (for example, certain port authorities and older railway and canal companies), under Royal Charters (such as older universities) or under other legislation; those bodies have distinct governance arrangements that fall outside the scope of this Practice Note. See Practice Note: Royal Charters. In summary, the governance of companies registered under CA 2006 is divided as follows: Day-to-day management of the company is entrusted to the board of directors (acting collectively), which may in turn delegate the company’s lawful powers, as well as...
Local authorities have long had the ability to levy charges and to trade, yet the legal foundation for doing so has not always been fully defined. The Local Government Act 2003 ( LGA 2003) brought in fresh provisions on charging and trading; however, grasping how and when these powers apply requires first appreciating the earlier statutory powers on which they build. Under the LGA 2003, there is a clear divide between charging (i.e. recovery of costs only) and trading (which permits an authority to earn a profit). Importantly, these new powers are disapplied wherever a specific existing power is available. Accordingly, when weighing up charging or trading, an authority’s initial step should be to confirm whether the proposal falls within any particular power. If it does not, the authority must then decide whether the proposal amounts to charging or trading......
This Practice Note briefly explores how the means test operates when an English local authority ( LA) is asked to provide financial help for social care services. The Care Act 2014 Since the welfare state emerged in the 1940s, LAs have been granted powers and placed under duties as well as responsibilities to deliver care and attention to those in need. Yet the law evolved piecemeal over time, scattered across a multitude of Acts and statutory instruments, and supplemented by numerous and extensive guidance documents. The Care Act 2014 ( CA 2014) was enacted as a single, comprehensive statute to: bring together and harmonise the existing law; reflect contemporary practice; and implement the recommendations of the Commission on the Funding of Care and Support, chaired by Andrew Dilnot in 2011. It applies to every English LA......
Novation offers a route for a lender to move its interest in a loan to a different lender. This Practice Note explains what novation means before setting out the advantages when compared with other methods of transfer. It then highlights matters to consider, including consent, documentation and the effect on security. For an overview of key points in loan transfers more broadly, see Practice Note: Introductory guide to loan transfers. The following Practice Notes provide detailed guidance on other ways to transfer a loan: Transferring a loan by assignment Selling a loan by sub-participation For a precedent novation agreement, see Precedent: Deed of novation: for an unsecured bilateral facility agreement. What is novation? Under English law, novation is the sole means by which a lender can pass both its contractual rights and its contractual obligations to a new lender. Strictly speaking,...
Timing After the deal structure is settled and the term sheet agreed and signed (for more information, see Practice Notes: Term sheet and mandate phase in loan transactions and How to draft and negotiate a LMA investment grade term sheet), the parties turn to preparing and negotiating the principal finance documents for the transaction. Where deadlines are tight, work on the key documents may begin even before a term sheet is executed. This finance documents phase is typically the longest part of the process, ranging from a few weeks for a straightforward deal to many months where the transaction is more complex. What happens during this stage of the transaction? During this stage, the finance documents are drafted and negotiated. All loan transactions will include a loan agreement (often referred to as a 'facility agreement', 'facilities agreement' or 'credit agreement'), which is the core finance document setting out the...
Typically, the lender’s solicitors oversee the signing of the finance documents, either at a physical completion meeting or, more commonly now, via a virtual signing. However the documents are to be signed, the lender’s solicitors will arrange the execution versions of the finance documents and make them available to all parties for prompt signature. The borrower’s solicitors might be asked to assist their clients with executing the finance documents (or any other transaction documents that need execution) as required. While in‑person signing meetings still occur in the banking and finance arena, they are less frequent in practice, having largely given way to virtual execution of documents, including the use of electronic signatures. Virtual execution Following the decision in Mercury Tax Group v HMRC, the Law Society issued guidance on suitable methods and practice of execution for virtual signings. It is important to review the Law...
STOP PRESS: The Loan Market Association ( LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with all changes taking effect from 17 March 2026. The changes cover deletion and removal of LIBOR references, detailed amendments to IBOR rate definitions and to the Target2 definition, together with revised ERISA representations that incorporate further exemptions from the prohibited transaction rules under ERISA and the US Internal Revenue Code. The refreshed documents are accessible exclusively to LMA members via the LMA’s Documentation Hub. Sub-participation enables a lender to pass its exposure in a loan to another entity. Within the loan market, it functions as an alternative to assignment or novation. For information on loan transfers in a lending...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be superseded by a single, self-assessed charge on securities, the securities transfer charge ( STC), which will be paid and filed via a new online portal. Payment and reporting will be integrated within that portal. The design of the STC will broadly reflect the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) includes a power commencing on Royal Assent to permit secondary legislation so taxpayers can pilot the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically through a digital platform. For added detail on the modernisation of stamp taxes on securities, see News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes, Tax update spring 2025— Stamp taxes on shares...
There are various industry-standard Master Agreements for LNG Sale and Purchase Agreements ( LNG SPA), each setting out slightly differing risk matrices for buyers and sellers. This Practice Note provides swift access to widely used model-form LNG SPA Master Agreements, which were released by market participants......
Although an LNG scheme must, to differing extents, address every stage of the LNG value chain, this Practice Note concentrates on the features that set it apart from other hydrocarbon ventures: liquefaction, LNG shipping and LNG regasification. The contractual arrangements and issues in the upstream and downstream limbs of an LNG scheme broadly mirror those seen in crude oil projects. For a general overview of LNG, refer to Practice Note: LNG—an introduction. For additional, practical guidance on financing energy, power and resources developments across multiple sectors, including those covered here, see the textbook Energy and Resources Financing: A Practical Handbook. Key issues in LNG projects Integrated or non-integrated structures In essence, an LNG venture is organised as either an ‘integrated’ model or a ‘non‑integrated’ (ie standalone) business. The preferred model chiefly reflects the sponsor’s willingness to commit capital to different parts of the LNG chain....
This Practice Note provides a concise digest of the most recent news from the Loan Market Association ( LMA) on LMA documentation and associated topics. It is reviewed and updated monthly, covering developments from January 2016. For LMA news before that period, reaching back to early 2013, see Practice Note: Loan Market Association ( LMA)—news on documentation [ Archived]. All updates mentioned here were first issued on the LMA website (full access requires a subscription). This Practice Note does not report on French law, German law or Spanish law documentation, nor the African loan documentation relating to South Africa, East Africa and Nigeria. General and announcements ( LMA latest news on documentation) For earlier LMA announcements (from before January 2016 back to early 2013), see: Announcements ( LMA news archive). 16/02/2026: The LMA has released updated standard terms and conditions for Par and...
Real estate finance ( REF) transactions REF deals fall into two categories: investment finance and development finance. The difference depends on whether the property is bought as an investment that already produces income, or acquired with the intention that it will be developed. Investment finance transactions are encountered more frequently than development finance transactions. For a general introduction to investment facilities in real estate finance, see the following Practice Notes: Introduction to real estate finance—the lending structure Real estate finance—investment facilities—key features The Loan Market Association ( LMA) has issued a recommended form of facility agreement for real estate finance investment transactions, accompanied by a user guide. Both are available to LMA members—see the Single Currency Term Facility Agreement for Real Estate Finance Multi-property Investment Transactions ( LMA REF Investment Facility Agreement) and the related user guide on the LMA website. Real estate finance...
This Practice Note considers the LMA’s recommended single-currency term facility agreement for pre-export financings that references term SOFR (the ‘ PXF Document’), provided as a template for documenting pre-export finance transactions. It was published by the Loan Market Association (the ‘ LMA’). It serves as a model document for pre-export finance transactions incorporating term SOFR arrangements. What is pre-export finance ( PXF)? In a standard PXF, a lender advances funds straight to a producer (the ‘ Borrower’) to finance the manufacture of goods for export. The Borrower assigns to the lender its rights arising under export contracts entered into with buyers of those goods. Those buyers are required to pay for the goods directly into a collection account, over which the lender typically takes security. The lender may also take security over the goods before sale, for example by taking a pledge while the goods are...
This Practice Note extends our series of ‘how to’ resources, centring on the drafting and negotiation of a Loan Market Association ( LMA) investment grade term sheet. It sets out when this form of term sheet should be used, contrasts the usual borrower and lender perspectives brought to the process, provides an overview of principal areas and key issues for negotiation, and notes additional practical points to consider carefully when negotiating or drafting the document. For a detailed commentary on the LMA investment grade term sheet, including pro-lender and pro-borrower approaches to particular issues, see Practice Note: Loan Market Association investment grade term sheet—commentary. For more detailed guidance on the use and purpose of term sheets in loan transactions generally, and the kinds of provisions commonly included in them, see the following key related Practice Notes: Term sheets in lending...
Loan Market Association ( LMA) recommended forms—term sheets This Practice Note offers commentary, analysis and practical guidance on the LMA’s published term sheet designed for use with its multicurrency term and revolving facilities agreements, which accommodate compounded rates calculated on a backward-looking basis and forward-looking term rates, together with rate switch provisions (the Term Sheet). The Term Sheet contemplates: a transaction spanning multiple currencies multiple borrowers and lenders facilities advanced to an investment grade credit, together with the customary provisions that apply to such credits use of forward-looking term reference rates for certain currencies (e.g. Euro) use of compounded reference rates for other currencies (e.g. Sterling) inclusion of rate switch provisions to permit the relevant currencies to transition from term rates to compounded rates upon a specified trigger This Practice Note is structured by reference to the provisions in the Term Sheet, but may equally be helpful when drafting or...
This Practice Note brings together archived news from the Loan Market Association ( LMA) on its documentation and related subjects. It spans LMA developments from early 2013 up to January 2016. For updates issued after January 2016, see Practice Note: Loan Market Association ( LMA)—latest news on documentation. Material here is also reflected in the relevant Banking & Finance Practice Notes and, where appropriate, links are provided to related and Lexis®Library content. All LMA updates mentioned were originally posted on the LMA website (subscription needed for full access). This Practice Note does not cover items on French law, German law or Spanish law documentation, nor the African loan documentation relating to South Africa, East Africa and Nigeria. Areas covered include: Investment grade documentation Leveraged documentation Leveraged/ High Yield documentation Real estate finance...
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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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