Legal Practice Notes

Note: from 1 January 2026, the Financial List within the Chancery Division is running a pilot under CPR PD 51ZH, under which specified materials used at public hearings (such as witness statements and skeleton arguments) will, by default, be accessible to the public. Practitioners issuing applications in this list ought to acquaint themselves with the pilot and ensure that suitable measures are adopted to safeguard their clients when drafting any documents caught by it. For further direction, consult Practice Note: Non-party access to court documents and information in civil proceedings. Applications in the Chancery Division If your case proceeds in the Chancery Division, the provisions of the Chancery Guide will govern any application you pursue. This Practice Note supplies guidance on applications in the Chancery Division, with reference to the relevant provisions of the Chancery Guide and the related regional guidance covering practice in the...

This Practice Note offers direction on how to interpret and apply the pertinent provisions of the CPR. The requirements can vary by the court hearing your case, so you should also consider any extra provisions—see further Court specific guidance below. What is the difference between an on notice and a without notice application? An application is ‘on notice’ where a copy of the application notice is served on the respondent in advance, that is, before the court determines the application. A ‘without notice’ application is made without serving a copy of the application notice on the respondent at all at that point. Such applications are sometimes called ‘ex parte’ applications. For assistance on serving applications, see Practice Note: Filing and serving applications......

Shari’a compliant financing arrangements Shari’a‑compliant financing structures (also called Islamic financing) can be arranged in several ways. In the UK, bespoke provisions known as the alternative finance arrangement rules address the direct tax treatment of particular Shari’a financing models. These rules are designed to ensure that, for UK direct tax purposes, qualifying Shari’a‑compliant financing is treated in the same manner as a conventional loan. Achieving this treatment depends on the arrangement satisfying the relevant legislative conditions applicable to alternative finance arrangements. The regime currently extends to five distinct types of financing. However, some areas of tax legislation, such as VAT, have not adopted specific measures for Islamic financing, which can give rise to uncertainty and to circumstances in which Shari’a‑compliant finance is not aligned with the treatment of conventional finance. The alternative finance rules for direct tax are not limited solely to Islamic...

Note: elements of the guidance in this Practice Note were derived in part from material first prepared in collaboration with Professor Robert Merkin and CMS. This Practice Note also contains further practical guidance kindly contributed by Richard Power of Clyde & Co LLP and has been substantially maintained by Jeremy Mash, Partner, CMS. Scope of this Practice Note This Practice Note addresses the recognition and enforcement of arbitral awards in England and Wales ( England and English are employed as convenient shorthand in this Practice Note for ease of reference). Such awards include: awards issued where the legal seat of the arbitration was England, and foreign awards, ie awards rendered with the seat of the arbitration located in a jurisdiction other than England Foreign awards include: New York Convention awards, ie awards issued where the seat of the arbitration lay in states that have...

This Practice Note explores why a third party might wish to rely on a contract to which it is not privy, and assesses whether, on the facts, the common law doctrine of privity can be avoided by recognising instead a collateral contract, a group contract, or an agency arrangement in the circumstances. Why consider the effects of contracts on third parties? Although your client is not party to the agreement in question, you may still need to determine whether they might be: liable for any obligations that arise; or entitled to enforce any benefits conferred by the contract. Consider the following scenarios: in a contract between A (promisor) and B (promisee), A undertakes to pay £1,000 to C (third party) in a contract between A (promisor) and B (promisee), A agrees that any liability in relation to C (third party) shall be...

FORTHCOMING CHANGE : The Renters’ Rights Act 2025 obtained Royal Assent on 27 October 2025. For guidance on how the Act affects residential tenancies in England, see Practice Note: Renters’ Rights Act 2025—key provisions. That Practice Note explains the nature of a periodic tenancy and the process and notice periods for ending such a tenancy. It also considers the effect of the Landlord and Tenant Act 1954 and distinguishes a periodic tenancy from a tenancy at will. What is a periodic tenancy? A periodic tenancy is a continuing letting that endures until a notice to quit is served. It may arise by express agreement or by implication. The period is usually determined by the interval by reference to which the rent is reserved, rather than when it is actually paid. For example, if the parties agree (or agreed under a previous fixed term lease) an annual rent of...

Practice Note This Practice Note sets out a summary of the contract governing the sale and purchase of shares in a private limited company (target), commonly also referred to as the share purchase agreement ( SPA). An SPA formally captures the terms under which a buyer agrees to acquire from the seller(s) shares in the target’s capital (sale shares), whether that is the whole of the target’s share capital or only a partial stake. The buyer undertakes to pay the seller the price for the acquisition of the sale shares (consideration), and in exchange the seller passes legal title in the sale shares to the buyer (by executing a stock transfer form). This becomes effective on completion of the transaction (completion), which may take place when the SPA is signed or on a later agreed date (where completion is...

The labels ‘bonds’ and ‘notes’ are commonly used as equivalents in practice, with no legal distinction between the two. Typically, notes are issued on a continuous or intermittent basis and usually have shorter maturities (under three years), whereas bonds tend to be brought to market in a single, large offering with a longer maturity. For a general introduction to the debt capital markets, see Practice Notes: Key features of the debt capital markets and Introductory guide to the debt capital markets. Characteristics and motivation of bondholders Bonds are typically held by a broad cross‑section of investors generally situated in a range of jurisdictions. Bondholders are usually institutional or private lenders and may include pension funds, insurance companies, investment funds, governments and large corporate entities. Because bonds are freely traded on the open market, the ease and frequency of trading mean it is more...

Subscription and shareholders’ agreement This Practice Note offers guidance for drafters preparing and/or reviewing a subscription and shareholders’ agreement relating to the allotment of shares (and, potentially, loan notes) in a private limited company incorporated in England and Wales by a private equity (or venture capital) fund investor (the investor) within a venture capital ( VC) deal, where the structure provides for split exchange and completion, ie conditions must be met before completion of the subscription and shareholders’ agreement. The investment contemplated is into an existing company (the Company), with the current shareholders (typically the business’s founders) keeping the shares they have already been issued in the Company. Set out below are matters to weigh up when drafting and/or reviewing the principal provisions of a subscription and shareholders’ agreement ( SSA). Parties The investee company Although the principal parties to the SSA will be the relevant...

Practice Note This Practice Note explains which documents must accompany the claim form on service upon the defendant. What needs to be included varies with the claim route ( Part 7, Part 8 or Part 20) and whether service is within England and Wales or in another jurisdiction. Documents addressed include: the particulars of claim; the response pack ( Form N9), containing admission forms ( Forms N9A and N9C) and defence and counterclaim forms ( Forms N9B and N9D); the acknowledgment of service (various); notes for the defendant responding to the claim form (various); and the notice for service out of the jurisdiction where the court’s permission is not required ( Form N510). The Practice Note also covers providing an initial disclosure list of documents. It is essential to make sure the defendant receives every required document, as any failure to serve the...

This Practice Note This Practice Note sets out an overview of what constitutes Mi FID business as that term appears in the Financial Conduct Authority ( FCA) Glossary, as defined there, and includes a flowchart to navigate the particular components involved in deciding whether the UK provisions derived from the Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II) apply within the UK. It also flags the exemptions that could allow firms to fall outside Mi FID II’s scope. Firms that are within the reach of the UK provisions implementing Mi FID II must be authorised under Part 4A of the Financial Services and Markets Act 2000 ( FSMA 2000) and observe a range of organisational, conduct of business and other requirements. The Note also sketches the regime that governs UK data reporting services. Although the UK has now left the EU, the FCA...

This Practice Note sets out guidance on what amounts to a consent order or a judgment, when court approval is needed to enter into a consent order, the required form of a consent order, and the circumstances in which parties can seek to vary or set one aside. It also addresses the court’s discretion to extend time for complying with consent orders. The Practice Note explains how the relevant provisions of the CPR should be interpreted and applied. You should also consider whether any additional court-specific requirements are engaged—see the main section: Court specific guidance below... What are consent orders and judgments? A consent order is a court judgment or order reflecting terms agreed between the parties. Depending on the breadth of the consent order or judgment, and whether any party appears as a litigant in person, the court may enter and seal it. In other...

Development of the Loan Market Association ( LMA) documentation The initiative to create the LMA’s Primary Documents commenced in 1998, prompted by market appetite for a consistent template syndicated facility agreement. It arose in direct response to widespread demand for a standard form that the market could rely on for syndicated facilities. The recommended investment grade syndicated facility agreements (the Primary Documents) were produced collaboratively by representatives of the LMA, the British Bankers’ Association (now part of UK Finance), the Association of Corporate Treasurers and major City law firms. Their purpose is to reduce time and expense by offering a baseline that mirrors prevailing market practice for a syndicated loan to a corporate borrower with an investment grade credit rating. These papers are intended only as a foundation; in practice, they cannot be used without tailored amendments or additions. The LMA has revised the...

Context The compulsory purchase regime is founded on the premise that a proprietor of land, or of rights, that are compulsorily taken or disturbed is entitled to be compensated. Consequently, working out the compensation is a central part of the compulsory purchase process; see: Promoting a compulsory purchase order, covering preparation of the order, its supporting documents and the making of the order. This Practice Note sets out the core principles for assessing compensation arising from the compulsory acquisition of an interest in land. Compulsory acquisition must rest on specific statutory authority, whether for taking the land itself or rights in or over it. The Royal Prerogative is reserved to the Crown, and even the Crown typically prefers to expropriate or requisition land under statutory powers. Most acquisitions proceed under Public General Acts, for example the Highways Act 1980 ( Hi A 1980). The making and...

When considering a claim for damages When a claim for damages is assessed (see Practice Note: Contractual damages—general principles and related content), the court applies the doctrines of causation and remoteness. A party’s responsibility to reduce its loss is addressed in Practice Note: Mitigation in civil damages claims. For assistance on causation within professional negligence, consult Practice Note: Causation and remoteness in professional negligence claims. For tort-based claims, see Practice Note: Causation and remoteness in tort and negligence claims. Note: matters concerning causation and the ‘but for’ test within the specific arena of insurance policy wording fall outside this Practice Note, but were examined in depth in the coronavirus ( COVID-19) test case, The Financial Conduct Authority ( FCA) v Arch Insurance ( UK) Ltd, the judgment emphasising the necessity of homing in on the central issue in ‘but for’...

Except where an exemption or relief applies, payments of: annual interest (or amounts that tax rules treat as annual interest), and that have a UK source must be made under deduction, with the payer required to withhold and account to HMRC for UK income tax at the basic rate (20%) or, from 6 April 2027, at the savings basic rate (22%) (for more detail, see Practice Note: UK withholding tax on yearly interest). This Practice Note describes the duty to deduct (and account to HMRC for) UK income tax from UK‑source annual interest as a withholding tax, even though it is in substance a mechanism for collecting UK income tax from the UK‑based payer rather than from the recipient who: is the beneficial owner of the income, and is likely to be based outside the UK For more...

This Practice Note examines res judicata and introduces whether it can be invoked in relation to a foreign judgment. It is necessary to decide if the foreign judgment will be recognised and whether it is res judicata. The Practice Note addresses particular matters concerning foreign judgments and the doctrine of merger in judgment, issue estoppel and abuse of process, together with defences to res judicata in respect of a foreign judgment and res judicata concerning foreign arbitral awards. This Practice Note assumes a general understanding of the common law doctrine of res judicata. For guidance, see Practice Note The doctrine of res judicata. Relevance of res judicata for foreign judgments The relevance of res judicata is that a foreign judgment functions as a defence to proceedings in the courts of England and Wales. Where a foreign court has given a judgment in a civil or...

This Practice Note sets out guidance on the options available and different approaches for allocating service charges on the sale of commercial property where occupational leases are in place, and on handling the transfer of sinking funds on such transactions. Apportioning service charge under the Standard Commercial Property Conditions In disposals of investment assets, where numerous occupational tenancies typically exist and rental, service charge and insurance rent payments, sinking funds and rent reviews are ongoing, the default framework contained in the Standard Commercial Property Conditions ( Third Edition – 2018 Revision) ( SCPC) is often expressly tailored to address, in greater detail, the apportionment of these sums and the transfer of sinking funds......

Securing necessary easements over third party land When land owned by others lies between a proposed scheme and the adopted road, developers will appreciate that a right of way must be obtained across that intervening land to reach the site itself and in order to access the development. Equally, easements for utilities and service infrastructure must not be forgotten or sidelined. Where an estate is disposed of in parts, the continued supply of essential services to the new development is dependent on the effective grant of easements across any land in third party ownership. The utility provider’s rights A network operator can elect either to take a private easement permitting the installation and upkeep of apparatus over neighbouring land, or alternatively to proceed under statutory powers (for instance, under the Water Industry Act 1991 or the Electricity Act 1989—see Practice Note: Statutory wayleaves and rights of...

2014: Key Restructuring & Insolvency cases [ Archived] This Practice Note is archived and no longer updated. Parties and citation(s): Re Harvest Finance Ltd ( In Liquidation); Jackson v Cannons Law Practice LLP [2014] EWHC 4237 ( Ch), [2014] All ER ( D) 216 ( Dec) Judgment date: 16 December 2014 Subject: Expenses linked to the handover of documents and digital files Lexis®PSL analysis: Sections 234 and 236 orders—who bears the costs of compliance? Parties and citation(s): Salford Estates ( No.2) Ltd v Altomart Ltd [2014] EWCA Civ 1575, [2014] All ER ( D) 102 ( Dec) Judgment date: 10 December 2014 Subject: Winding-up proceedings and the Arbitration Act 1996 Lexis®PSL analysis: Can...