Legal Practice Notes

Dissolution If a company governed by the Companies Act 2006 (or any earlier Companies Acts) is dissolved, all property it owns at the moment of dissolution—together with any rights vested in it or held on trust for it, but excluding assets it holds on trust for another—vests in the Crown as bona vacantia (that is, ownerless property) under CA 2006, s 1012(1). Where the company’s registered office lies within the Duchy of Cornwall or the Duchy of Lancaster, the bona vacantia instead passes to the relevant Duchy. Be aware that freehold land situated within the Duchy of Cornwall vests in the Duke of Cornwall on dissolution regardless of the location of the company’s registered office. Note: the Duchy of Cornwall is held by the Duke of Cornwall under a 1337 charter (which grants the dukedom to the monarch’s eldest son and heir to the...

What is an environmental management system ( EMS)? An environmental management system is a documented, structured approach for overseeing a company's environmental performance and obligations. It equips an organisation with procedures and tools to prevent or reduce negative environmental effects, and is suitable for enterprises of any size. Adoption is voluntary—there is no blanket legal duty to implement one, although certain environmental permits do require an EMS. An EMS follows the Plan- Do- Check- Act cycle. The process includes setting policy, defining the EMS scope, and putting it into practice. Because it is grounded in continual improvement, the organisation regularly reviews and updates the system. The EMS should reflect the business's size, complexity, activities, and the level of environmental risk. Different styles of EMS exist: bespoke EMS developed in-house an EMS aligned to a recognised standard without pursuing formal certification or...

Direct discrimination under the Equality Act 2010 This Practice Note explores direct discrimination within the Equality Act 2010 ( Eq A 2010), namely the treatment of an individual less favourably because of a protected characteristic (ie unfavourable treatment on discriminatory grounds). It addresses in particular the requirement for a comparison, the role of comparators (real or hypothetical), the meaning of ‘because of’, awareness of disability, the justification of direct age discrimination, direct sex discrimination arising from a contractual provision, and equality of terms. It also covers more favourable treatment in relation to pregnancy, childbirth (which must be proportionate), and disabled people. It examines racial segregation in this context. Lastly, it analyses third-party characteristics: associative discrimination, discrimination based on perceived characteristics, and absence from work due to gender reassignment. This Practice Note cites case law from the Court of Justice of the European Union ( CJEU). For...

This Practice Note sets out: the function of the tax indemnity provision commonly included in a loan agreement, and that the usual drafting of this provision is lender‑friendly, reducing the borrower’s benefit, and offers drafting suggestions to help a borrower limit its exposure under the tax indemnity provision In the sphere of syndicated loans to corporate borrowers, standard practice is to use one of the Loan Market Association ( LMA) model facility agreements. Each of these templates: includes a standard tax indemnity provision, is prepared in a lender‑friendly manner, and assumes the relevant tax is UK withholding tax—identifying the applicable withholding tax jurisdiction is essential and, if it is not the UK, the agreement should be amended...

The transposition of EU Directives The transposition of EU Directives is the means by which Member States give legal effect to Directives within their own national systems. Unlike EU Treaty provisions and EU Regulations, which apply directly, Directives require domestic implementation, typically through primary or secondary legislation. They are the preferred legislative tool where national rules must be adjusted. Putting a Directive into national law ensures EU citizens can fully access the relevant rights and obligations. While Directives are binding as to the outcome, states remain free to select the form of implementation, but may not change the Directive’s substance. They must also implement within the specified deadline. The Council of the EU The Council together with the European Parliament The European Commission Obligation to transpose EU Directives Under Article 4(3) TEU, Member States owe a duty of loyal or sincere...

Nature and purpose of P& I insurance Protection and indemnity ( P& I) insurance is a niche liability policy purchased by shipowners, certain charterers, and others involved in the commercial running of deep-sea vessels. Its core role is to compensate shipowners for third-party claims and to bridge gaps where other marine policies, including hull and machinery or war risks covers, do not respond. To call at or depart from most ports worldwide, ships—or at least those above defined minimum tonnages—must hold liability cover or comparable financial guarantees for specified classes of claims. In practice, merchant fleets meet these obligations through P& I cover. P& I insurance is, therefore, an essential partner to international trade. P& I Clubs and the International Group of P& I Clubs P& I insurance traces its roots to the 18th and 19th centuries, when shipowners formed associations to mutually insure...

This Practice Note sets out, at a high level and in a table-style format, the core distinctions between arbitration and other forms of alternative dispute resolution ( ADR), namely: mediation, early neutral evaluation, adjudication and expert determination. Procedure Arbitration Mediation Early Neutral Evaluation Adjudication Expert Determination Flexibility Arbitration: Adaptable procedure with geographical mobility. See Practice Note: A quick guide to arbitration process. Mediation: Highly flexible; the process can be tailored on the day. Early Neutral Evaluation: Entirely flexible. Adjudication: Flexible, though parties usually agree certain exchanges of documents. Expert Determination: Flexible, though parties usually agree certain exchanges of documents. Delay Arbitration: Delays can arise, particularly when the tribunal is constituted and sometimes during the proceedings. These can be mitigated by agreement and active case management. A procedure for speedy judgment exists but depends on a robust tribunal. Mediation: Parties generally agree a specific mediation date and make appropriate...

Practice Note This Practice Note summarises the fundamental principles for drafting a financial consent order, addressing the preparation and layout of the draft, and describing the financial remedy order created as part of the standard orders project. It provides guidance on: undertakings provisions for periodical payments pensions drafting where potential insolvency is in issue It also explains the steps for lodging the consent order with the court, including where the order is filed online. Standard financial orders have been released under the standard orders project—see Practice Note: Standard orders—general principles and Precedent: Standard order 2.1—financial remedy order for a precedent consent order. The President of the Family Division has strongly encouraged reliance on these standard orders. In matters with no substantive proceedings, applications for a consent order are typically made online when the applicant is represented (unless an exception applies)—see Practice Note: Online applications for financial consent orders for...

Practice Note This Practice Note outlines relief where a company sustains a loss in its UK property business or in its overseas property business. Each is regarded as a distinct undertaking, so UK and overseas property activities are kept separate, with losses computed and relief claimed independently for each category......

CPR PD 5C (the CE- File electronic filing and case management system) took effect on 1 October 2025 and sets out the procedure for using CE- File in the Senior Courts Costs Office. Paragraph 1.5 of the Senior Courts Costs Office Guide explains electronic filing in that office and provides a link to the HMCTS e-filing service, which users must log in to in order to file documents electronically with the court. This Practice Note also signposts the Senior Costs Judge’s October 2019 Electronic Working in the Senior Courts Costs Office Practice Note. Although that document refers to CPR PD 51O, which has been revoked, much of the practical guidance remains relevant and useful to practitioners... Mandatory use of CE- Filing in the Costs Office—legally represented parties CE- File applies to the Senior Courts Costs Office ( CPR PD 5C, para 1.3(d)). A legally...

This Practice Note summarises the Scottish route to securing a civil recovery order in the Court of Session, pursuant to Part 5, Chapter 2 of the Proceeds of Crime Act 2002 ( POCA 2002). It does not address the Sheriff Court civil recovery processes. For guidance on the corresponding England and Wales position, see Practice Notes: Civil recovery orders under the Proceeds of Crime Act 2002 and Civil recovery under POCA 2002—procedure. Statutory framework Under POCA 2002, Part 5, enforcement bodies may commence civil proceedings to recover property, cash, or—following the provisions commencing in November 2024 via Schedule 9 to the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023)—a cryptoasset derived from, or intended for use in, unlawful conduct. See our E& W Practice Note: Civil recovery orders under the Proceeds of Crime Act 2002. This Practice Note concerns Court of Session civil...

This Practice Note This Practice Note sets out the employment tribunal’s discretionary power to revisit (or review) its own judgment, explaining when that power is engaged and the manner of its exercise. It summarises the overarching principles guiding the discretion and the relevance of comparable Civil Procedure Rules ( CPR 3.9, CPR 1.1) where a judgment imposes sanctions for breaches of tribunal rules or orders... Guidance on the trigger points and process for reconsideration Consideration of analogously relevant CPR provisions in sanction cases Reconsideration of Rule 22 judgments The difference between judgments and case management orders, and routes to clarify or set aside a case management order How a party may apply for reconsideration and the range of potential outcomes The power to correct clerical slips in tribunal documents A party dissatisfied with an employment tribunal’s judgment may, in...

Promissory note A promissory note is commonly deployed in trade finance in much the same way as a bill of exchange (see Practice Note: Introductory guide to unstructured trade finance), but the key distinction is that a bill of exchange constitutes an instruction to pay (typically the drawer directing the drawee to pay the payee), whereas a promissory note is an undertaking to pay (the maker of the note undertaking to pay the payee). For further detail on bills of exchange, see Practice Note: Bills of exchange—structure and parties. Both instruments are governed by the detailed provisions of the Bills of Exchange Act 1882 ( BEA 1882). When construing and interpreting the BEA 1882 as it relates to promissory notes, Part II, in particular, must be taken into account, as it sets out specific modifications and exceptions that also apply mutatis mutandis to the rules...

The duty of care In Donoghue v Stevenson, a woman fell ill after drinking ginger beer bought by a friend that contained a dead snail. In a landmark decision, the House of Lords held that manufacturers owe consumers a duty to take reasonable care to avoid harm. This principle is not restricted to consumers of products; the broader rules of negligence apply, and a claimant must also establish that a breach of duty caused their damage. When considering whether a defendant exercised reasonable care, the court will examine the circumstances, including: the likelihood of injury occurring the seriousness of the injury whether the danger was concealed or obvious relevant safety standards the benefits of the product the cost of reducing or eliminating the risk The court balances these factors and determines what constitutes reasonable care in the specific context. As a...

What is a consumer redress scheme? Since 2010, under section 404 of the Financial Services and Markets Act 2000 ( FSMA 2000), the Financial Conduct Authority ( FCA), and before it the Financial Services Authority ( FSA), have had powers to make rules compelling a firm, or multiple firms, to set up and run a consumer redress scheme. Broad guidance on such schemes, and the FCA’s powers concerning them, appears in Chapter 1 of the CONRED sourcebook within the FCA Handbook. A consumer redress scheme comprises rules requiring a firm to take one or more of the following actions, as obligations imposed by the rules on the firm (or firms): examine whether, on or after a specified date, the firm failed to meet particular requirements applicable to an activity it has conducted assess whether that failing has caused (or may cause) loss or damage to...

Practice Note This Practice Note sets out the rule prohibiting derogation from grant and the situations in which it operates in the context of leases. It also considers the covenant of quiet enjoyment, its interplay with derogation from grant, and highlights common drafting issues alongside other matters for consideration. The rule against derogation from grant functions in addition to any quiet enjoyment obligation and is not displaced by an express quiet enjoyment covenant. Although there is considerable overlap between the two, a crucial distinction exists. The obligation not to derogate from grant runs with the land. Thus, if a landlord lets one property and sells the neighbouring one, the purchaser is not liable to the adjoining tenant under the quiet enjoyment covenant, since they are not, and have never been, that tenant’s landlord. However, the purchaser is liable to the tenant in respect of the...

This Practice Note reviews the FIDIC Conditions of Contract for Construction 1999, often referred to as the FIDIC Red Book 1999. A revised Red Book was released by FIDIC in December 2017—see Practice Note: FIDIC contracts—introduction to the FIDIC Red Book 2017 for guidance on that edition. In relation to the 1999 suite, see also Practice Notes: FIDIC contracts—introduction to the Yellow Book 1999 and FIDIC contracts—introduction to the Silver Book 1999. For what type of project is the contract suitable? The FIDIC Red Book 1999 is recommended for building and engineering works where the Employer (or its representatives) prepares most, or all, of the design. It is not appropriate where the Contractor undertakes the design—in such cases the FIDIC Yellow or Silver Book should be used instead. Like the other FIDIC forms, the Red Book 1999 is intended for...

Consent to specimens of blood and urine at the police station The police are empowered to ask for a sample of blood or urine instead of breath where one of the circumstances in the Road Traffic Act 1988 ( RTA 1988) applies. See Practice Note: Evidential specimens in road traffic cases. Anyone who, without a reasonable excuse, fails to provide the required specimen commits an offence. Blood Under the RTA 1988 and the Road Traffic Offenders Act 1988 ( RTOA 1988), a blood specimen will be disregarded unless it is taken by a medical practitioner or health care professional with the consent of the person giving it. In Clarke v Crown Prosecution Service, the court was asked whether consent must be obtained in the presence of both a police officer and a medical practitioner. As the judges concluded that consent had in fact been given in the...

This Practice Note on construing contracts examines when material from pre-contract negotiations and statements may be relied upon to assist interpretation of the agreement. When advising on contractual construction, you should have regard to: the guiding principles applied by the court when interpreting the meaning of contracts, including the need to consider the background matrix of fact (also known as the factual matrix) and the commercial context in which agreements were made—see Practice Note: Contract interpretation—the guiding principles the rules (or ‘canons’) of construction used to help ascertain the sense of a written contract—see Practice Note: Rules of contract interpretation other aids to contractual interpretation such as the parol evidence rule—see Practice Note: The parol evidence rule in interpreting contracts the admissibility of surrounding documents as an aid to construing contracts—see Practice Note: Contract...

When weighing up whether, and in what way, to pursue a claim for judicial review, your opening task is to assess if that procedure is the suitable mechanism for resolving the issues presented by the matter before you. For additional help, see Practice Note: Judicial review—what it is and when it can be used. Time limits If judicial review is the route chosen, the next step will typically be to confirm there is still time to commence proceedings. Under CPR 54.5, claims for judicial review (apart from the three exceptions referred to below) must be issued promptly and, in any event, within three months of the date on which the grounds first arose. Promptness is an overriding requirement, and you should not assume a claim is in time merely because it is brought within three months. Accordingly, once the basis for the challenge has...