Legal Practice Notes

This Practice Note outlines key authorities on whether a dispute can be referred to adjudication—including whether the dispute has crystallised, is a single dispute, or has already been determined or settled. We recommend first reviewing Practice Note: Adjudication—is there a ‘dispute’?, which sets out the relevant principles. Crystallised dispute For guidance on the requirement that a dispute must have crystallised, see Practice Note: Adjudication—is there a ‘dispute’? ( Crystallised dispute). Guiding principles Case law offering general guidelines or summaries of the law includes the following: the court in AMEC v Secretary for Transport identified seven guiding propositions on what a crystallised dispute entails, including: The word “dispute”, found in many arbitration clauses and in s 108 of the Housing Grants Act, carries its ordinary meaning; it is not endowed with any special or technical meaning by lawyers. Despite the apparent simplicity of the term...

Account monitoring orders An account monitoring order permits an investigator to track the activity of a specified account maintained with a financial institution for up to 90 days after the date on which the order is granted. A financial institution means a person carrying on business within the regulated sector. Account monitoring orders are available for use in the following categories of investigation: confiscation investigations civil recovery investigations exploitation proceeds investigations money laundering investigations They are not available for the following types of investigation: detained cash investigations detained property investigations frozen funds investigations The application Applications for account monitoring orders must be made in accordance with Criminal Procedure Rules 2025, SI 2025/909 ( Crim PR 2025), Pt 47. Regard must also be had to the Criminal Practice Directions 2023 ( Crim PD), in particular Crim PD 11 (...

2023: Key Restructuring & Insolvency cases [ Archived] ARCHIVED: This Practice Note has been retired and is not updated. For details, consult Practice Note: 2024: Key Restructuring & Insolvency cases [ Archived]......

ARCHIVED: this Practice Note is no longer maintained and is offered for background reference only. Moreover, some links may not take you to the provisions as they stood when the guidance in this Practice Note was issued... Key litigation funding cases 2016—what do you need to know? Key takeaways from 2016 decisions in the commercial or third‑party litigation funding sphere include: the Supreme Court examined the interpretation of an exclusion clause in a solicitor’s professional indemnity insurance policy ( Impact Funding v AIG), see below the Supreme Court agreed to hear three appeals balancing ECHR rights against recovery of costs linked to third‑party funding ( Frost v MGN, Miller v Associated Newspapers Limited and Times Newspaper v Flood), which will determine these questions in the context of post‑ Jackson reform funding. At present, the courts regard the recovery of additional...

Statutory rights of succession in relation to an agricultural tenancy Statutory succession applies to an agricultural tenancy only where the Agricultural Holdings Act 1986 ( AHA 1986) governs that tenancy. No succession rights attach to farm business tenancies, i.e. tenancies granted under the Agricultural Tenancies Act 1995 ( ATA 1995)......

A protected party ( P) falls within the jurisdiction of the Court of Protection (the court) only where incapacity is evidenced. The court may then transfer its powers by naming a deputy to act for P, pursuant to an order. That authority exists strictly in line with the order’s terms and duration, and endures only so long as those terms allow. Should P cease to fall within the court’s remit, the deputy’s mandate will not continue; likewise, where the deputy cannot act, or it would be inappropriate for them to do so, a change is required. In such cases, having considered the evidence lodged with an application, the court may order the discharge of a deputy and, where apt, appoint a successor. Replacing a deputy There are occasions when a deputy no longer wishes to continue, or is unable to serve. This might be because deputy...

This Practice Note This Practice Note sets out why employers include a payment in lieu of notice ( PILON) clause and how operating a PILON affects the employee's notice period and the termination date. It distinguishes between contractual and non-contractual PILONs, and considers PILONs in the contexts of immediate termination, breach of contract, wrongful dismissal and post-termination restrictions. The discussion of contractual PILONs also addresses mitigation, notification requirements and gross misconduct. Practical drafting guidance is provided to enhance employer flexibility when combining a PILON with other termination arrangements, such as garden leave, and regarding the timing, calculation and payment of PILONs. The Note also outlines the tax treatment of PILONs and flags issues to bear in mind for payments to directors, including the requirements of the UK Corporate Governance Code. It confirms that the right to notice is a right for the employee to remain in...

This Practice Note explores how Dispute Avoidance/ Adjudication Boards ( DAABs) operate under the FIDIC Red, Yellow and Silver Books 2017. Each form requires disputes to be submitted to a DAAB, which then delivers a decision that binds the parties involved. Beyond formal determinations, a DAAB may provide informal guidance and support during the works, aiming to settle matters before they harden into disputes. The DAAB mechanism forms the opening tier in a multi-tier dispute resolution procedure. Where a party remains unhappy with a DAAB decision, it may move the matter to amicable settlement and, if necessary, to arbitration, as long as contractual time limits are observed. For further detail, please see Practice Note: FIDIC contracts 2017—dispute resolution. FIDIC’s practice notes on dispute boards FIDIC has issued three practice notes on dispute boards: Practice Note I— Dispute...

This Practice Note sets out: what a concurrent lease is when it is typically used who may enforce (and benefit from) covenants in the existing lease(s) principal distinctions between a concurrent lease and a headlease from which underleases are derived It also considers essential provisions to include when preparing a concurrent lease, and how a concurrent lease interacts with: tenants’ rights of first refusal under the Landlord and Tenant Act 1987 ( LTA 1987) operators’ rights under the Electronic Communications Code In this Practice Note, the following definitions are used: L: the landlord under the original lease T1: the tenant (or tenants) under the original lease(s) CT: the tenant under the concurrent lease What is a concurrent lease? ......

When assessing the competition law implications of a corporate transaction, ensure that these issues are reflected in the sale and purchase agreement and that responsibilities and risks are clearly allocated between the parties. In particular, where merger control filings are required, their consequences must be properly captured in the conditions precedent and in the covenants (to establish whether any merger control filings are needed, see further, MJ merger grid—jurisdiction). In addition, parties should consider whether the deal triggers any other mandatory pre-completion notification or reporting regimes, including notification under Regulation ( EU) 2022/2560 on foreign subsidies distorting the internal market ( Foreign Subsidy Regulation— FSR) and mandatory reporting obligations under Part 1 of the Digital Markets, Competition and Consumers Act 2024 ( DMCCA 2024). Following due diligence, it will also be necessary to determine what warranties are required to address any...

This Practice Note explores the reasons why organisations choose to rely on standard terms and conditions ( T& C, Ts& Cs, T& Cs) when trading with either other businesses (business to business or B2B transactions) or consumers (business to consumer or B2C transactions). It is designed to support the commercial practitioner in analysing the client’s position and in advising whether standard terms and conditions are appropriate for that client. Purpose of standard terms and conditions Businesses adopt standard terms and conditions for several reasons, including the following: speed consistency cost allocation of risk It is vital that businesses fully appreciate the need to put arrangements in writing where possible and to implement and maintain standard written terms that are tailored and pertinent to their particular business or trade. Importance of standard terms and conditions Standard terms and conditions, when correctly used and properly incorporated, are integral to income...

This Practice Note examines the legal and practical considerations that arise when appointing a party as a sub-distributor. Sub-distributors can enable manufacturers and distributors to widen market coverage for the supply of a product or service within a territory, or for a defined market or customer segment. Under English law, there is no prohibition on a distributor engaging others to carry out, in whole or in part, its distribution obligations on its behalf. In doing so, the sub-distributor presents the manufacturer’s brand and products to the public. Accordingly, distribution agreements may stipulate that sub-distributors are to be appointed only with the manufacturer’s approval......

A Shari’ah compliant leasing agreement Under Shari’ah, leasing is arranged as an ijarah, which may resemble either an operating lease or a finance lease. The ijarah structure determines how the asset is treated at the close of the rental term and how value is recovered. Operating lease: the asset is handed back to the lessor when the rental period ends (comparable to hiring a car). Finance lease: the total rent payable equals at least 100% of the asset’s full market value and, at expiry, title may transfer to the lessee. For further detail on these lease types, see Practice Notes: Operating leases and Finance leases. In practical terms, arranging a Shari’ah compliant lease involves only limited departures from a conventional lease. As ijarah is used chiefly for Shari’ah compliant asset finance and residential mortgages, structures typically envisage the asset passing to the lessee on...

The Companies Act 2006 ( CA 2006) requires companies to keep its own register of members Sections 44, 51 and Schedule 2 of the Economic Crime and Transparency Act 2023 ( ECCTA 2023) amend CA 2006 by removing the duty on a company to maintain its own register of directors, a register of directors’ residential addresses, a register of secretaries, and a register of persons with significant control ( PSC). In their place, companies must notify the Registrar with the equivalent particulars, so the details filed and held at Companies House become the single, verified source of record. These reforms came into force on 18 November 2025, subject to limited exceptions and transitional arrangements. See also Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act...

For advice on the standard covenants restricting assignment and underletting, and on when withholding consent is reasonable in practice, refer to Practice Note: Landlord’s consent to assign or underlet. Where there is a breach, a landlord typically has the following remedies available. Forfeiture Where consent is required, any assignment or underletting carried out without it constitutes a breach that, under typical lease provisions, entitles the landlord to forfeit the lease. The tenant can apply for relief from forfeiture through the standard and recognised route. Absent such an application, forfeiture terminates the lease and, in such circumstances, extinguishes any sublease derived from it. For further and fuller detail on forfeiture, see Practice Note: Forfeiture of a lease. Injunction In a declining or soft market, a landlord may prefer not to forfeit, particularly where they consider the tenant unlikely to seek relief......

In most bond or note offerings, the issuer will appoint an agent—or more frequently a panel of agents—to perform a range of administrative tasks on its behalf in connection with the issue. One agent will co-ordinate the activities of the others. Where the transaction does not include a trustee, that co-ordinating role falls to the fiscal agent. If a trustee is involved, the principal paying agent performs the co-ordinating function instead. The primary benefit of a fiscal agency structure for a straightforward bond issue is the potential for lower costs overall. By comparison, putting in place the alternative arrangement with a trustee and principal paying agency is typically more expensive to establish in practice. For ease of reference in this Practice Note, the term ‘bonds’ is used in a generic sense to cover all forms of debt securities (including bonds, notes and...

This Practice Note examines the UK tax consequences of a UK-resident trust relocating out of the UK. Guidance on the continuing taxation of trusts that are not resident in the UK is also available in the Offshore trusts—taxation subtopic. How does a trust migrate? For a trust to move its residence from the UK, the UK trustees would usually resign formally from office and be replaced, in their stead, by newly appointed trustees who are not UK resident. For details on replacing trustees, see the Practice Notes: Trustees—appointment of trustees and Trustees—retirement of trustees. For additional guidance on trustee residence, see the relevant Practice Note: Tax position of non-resident trusts. A trust may emigrate where the trust deed grants the trustees (or another person, eg the protector or the settlor) an express authority to appoint non- UK resident trustees. Courts will ordinarily respect any such...

Admission of bad character as a relevant matter in issue Section 101(1)(d) of the Criminal Justice Act 2003 ( CJA 2003) — commonly termed gateway D — authorises the admission of bad character evidence where it is relevant to an important matter in issue between the prosecution and the defence. This pathway is limited to evidence advanced by the prosecution. For the purposes of the CJA 2003, ‘matters in issue’ expressly include whether the defendant has a propensity to commit offences of the kind charged, or a propensity to be untruthful; however, the concept is not restricted to propensity or untruthfulness alone. In R v O, Rix LJ observed, obiter, that although section 103(1)(a) illustrates and emphasises propensity, gateway (d) is more broadly concerned with relevance to an important matter in issue as between a defendant and the prosecution. See Practice Notes:...

Criminal Justice Act 2003 The Criminal Justice Act 2003 ( CJA 2003) allows the admission of bad character evidence through several statutory gateways. One such route is where the material amounts to 'important explanatory evidence' ( CJA 2003, s 101(1)(c)). This is commonly referred to as gateway C and is not confined to material adduced by the prosecution. However, this and the other statutory gateways only operate if the material falls within the CJA 2003, s 98 definition of 'bad character'. Bad character means evidence of, or a tendency towards, misconduct by the defendant, excluding material that relates to the offence charged or to misconduct involved in the investigation or prosecution of that offence. Misconduct is defined as committing any offence or other reprehensible behaviour. For instance, in R v Osbourne it was decided that evidence the defendant could be aggressive and shout when not...

Practice Note This Practice Note explores what performance bonds are, the reasons they are sought, and how they sit within the standard documentation package typically required for a construction project. It further considers practical matters pertinent to negotiating and preparing such bonds. For assistance with making a demand under a bond, refer to Checklists: Calling on a conditional bond—checklist and Calling on an on demand bond—checklist for guidance......