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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
Most recent Practice notes
Banking & Finance—checklists and flowcharts Lending Amending a facility agreement—checklist: This checklist identifies matters to verify when revising a facility agreement from the lender’s standpoint, and ensuring compliance with agreed terms and market standards. Drafting a compounded risk-free rate loan: checklist: Presented in table format, this checklist highlights considerations when drafting or updating a facility agreement to operate on a compounded risk‑free rate ( RFR) such as SONIA. It explains the intent of key provisions, flags issues to weigh up, and offers drafting pointers for practitioners. Drafting a confidentiality agreement (disclosing party)—checklist: Use this checklist when preparing a confidentiality agreement (also referred to as a non-disclosure agreement or NDA) where you are the party sharing confidential information under the agreement. Reviewing a confidentiality agreement (receiving party)—checklist: Use this checklist when assessing a...
Banking & Finance—key dates and future developments tracker: 2026 and beyond This Banking & Finance key dates and future developments tracker is designed to help banking and finance lawyers monitor forthcoming milestones, timelines and horizon scanning. It also captures developments in other Practice Areas where they are pertinent to banking and finance specialists, although some Practice Areas publish their own dedicated trackers. Note that it does not catalogue every consultation on financial services regulation (including derivatives and capital markets). Rather, it spotlights those matters the Banking & Finance team view as most pertinent to practitioners and to facility documentation. For wider coverage of UK and European Union ( EU) financial services regulatory change, see Practice Note: Trackers and Timelines—financial services. For a focused summary of the latest on LIBOR, see Practice Note: LIBOR developments tracker. This tracker also excludes cases. For updates on the...
Banking & Finance case tracker Last updated on 1 March 2026. The Banking & Finance case tracker resource outlines the current position of matters, including appeals, that the Banking & Finance team has covered from January 2013 onwards. Lending For details on leading authorities concerning the interpretation of finance documents, consult Practice Note: Construction of finance documents—key cases......
Banking & Finance—key dates and future developments tracker: 2023 [ Archived] This Banking & Finance key dates and future developments tracker is designed to assist banking and finance lawyers in monitoring forthcoming developments, critical dates and undertaking horizon scanning. It also captures future developments from other Practice Areas where these are judged relevant to banking and finance lawyers, although several other Practice Areas publish their own trackers. Note that this tracker does not attempt to include every consultation connected to financial services regulation (derivatives and capital markets regulation included). Instead, it spotlights matters the Banking & Finance team considers most pertinent for banking and finance practitioners and for facility documentation. For complete coverage of European Union ( EU) and US financial services regulatory developments, refer to Practice Note: Trackers and Timelines—financial services. That resource provides a comprehensive list of all timelines produced by the...
Scope of this Practice Note This Practice Note provides an introduction to the Bank of England ( Bo E) and signposts key materials for reference and use. It summarises its principal functions and pertinent committees, and sets out the Bo E’s responsibilities in respect of recognised clearing houses, together with arrangements for settlement, payments and cash in these areas. It additionally describes how the Bank’s remit has evolved since its foundation to the present day. For further information on the UK financial services regulators, see the following resources: UK regulators—financial services—overview The regulators—checklist [ Archived] For more information on how the Bo E interacts with the other UK financial services regulators, please refer to: Practice Note: Interaction between the PRA, FCA and FPC History of the Bo E—at the heart of the UK financial...
ARCHIVED: In light of the January 2024 revision to the Statement of policy— The Bank of England’s approach to enforcement: statements of policy and procedure, which encompasses the PRA’s Settlement Policy, this Practice Note is now archived and no longer updated. It continues to apply to enforcement matters arising from conduct before 30 January 2024. If a breach (for example, misconduct, contravention or failure) starts prior to 30 January 2024—the date the revised policy takes effect—and persists beyond it, two regimes will govern. For the PRA’s updated Settlement Policy, see Practice Note: PRA enforcement essentials—settlement. This Practice Note explains the settlement process for enforcement actions by the Prudential Regulation Authority ( PRA) in relation to breaches before 30 January 2024, and draws on the policies and procedures in: Statement of Policy— The Prudential Regulation Authority's approach to enforcement: statutory statements of policy and...
The work and foundations of BIS The Bank for International Settlements ( BIS) supports central banks worldwide on matters of monetary and financial stability. Its headquarters are in Basel, Switzerland, with two representative offices in Hong Kong and Mexico City. Founded on 17 May 1930, it is the world’s oldest international financial organisation and regards itself as the principal centre for international central bank co-operation. It began with the settlement and administration of repatriation payments after the First World War, though that function soon waned. The BIS has since been particularly pivotal during episodes affecting financial stability, including the oil shock and international debt crises. It is now widely recognised for its role in the regulation of internationally active banks and for establishing global standards for regulatory capital, known as the Basel Capital Accord. Article 3 of its Statutes sets out clearly its...
Like their conventional peers, takaful operators (ie Islamic insurance providers) employ several channels to distribute their Shari’ah‑compliant life insurance (known as family takaful) and their non‑life insurance (known as general takaful) to the public. These routes include the operator’s direct sales force, independent insurance brokers, and e‑tools. Another channel is bancatakaful. What is bancatakaful? Bancatakaful is the distribution of takaful products through banks— Islamic or conventional—so long as the activities conform to Islamic principles ( Shari’ah). In essence, the bank acts as the takaful operator’s agent, allowing the operator to utilise the bank’s network. The key reasons takaful operators use banks as distribution partners are to: tap the banks’ existing customer base align with reputable banks and benefit from their expertise in product distribution maintain smaller direct sales teams, as bank staff sell the takaful products to the banks’ customers maintain smaller...
ARCHIVED – this case hub preserves the position as at the judgment of 15 February 2019 and is no longer maintained. For more, see the timeline, commentary and related cases. Case facts Outline Appeal by Balmoral Tanks Limited and Balmoral Group Holdings Limited challenging the CAT’s ruling that upheld the CMA’s decision regarding a cartel in the supply of galvanised steel water storage tanks. Latest development On 15 February 2019, the Court of Appeal delivered its judgment, dismissing Balmoral’s appeal in full. Parties Appellants— Balmoral Tanks Limited ( Balmoral) and its parent company Balmoral Group Holdings Limited Respondent— Competition and Markets Authority Background On 27 November 2012, the CMA opened its investigation into the galvanised steel tanks for water storage cartel ( CE/9691/12). The CMA also brought a criminal prosecution under the criminal cartel offence. In brief, Nigel Snee, former Managing Director of Franklin Hodge Industries Ltd (...
Terminology In bai salam arrangements, the purchaser is known as the rabb-us-salam, the vendor as the muslam ilaih, the agreed price as the ra’s-ul-mal, and the underlying item as the muslam fih. Owing to the historic foundations of Shari'ah principles—and the jurisprudence informing bai salam—the language largely centres on commodities, particularly within agriculture. As contemporary Shari'ah structures have broadened to suit a wider range of situations, this Practice Note will therefore use ‘assets’ rather than ‘commodities’. It should be noted that not every asset is suitable for a bai salam arrangement (see the section on ‘ Excluded assets’ below). The roots of bai salam reach back to the earliest Islamic era, created to assist farmers and agricultural labourers who needed funds to cultivate crops and deliver the harvest. Bai salam is also commonly termed bay salam, bai al-salam, bay al-salam, or simply salam. Impact of...
Practice Note This Practice Note offers a concise overview of the function of reinsurance brokers when arranging reinsurance intended to operate ‘back-to-back’ with the base policy market-wide. It explains how the obligations owed by reinsurance brokers diverge from those of brokers placing only direct insurance arrangements. It sets out guidance on potential conflicts of interest arising when arranging back-to-back reinsurance, and highlights risks and typical errors that could prompt claims against brokers operating in a dual role within such placements. This Practice Note further offers practical pointers on how brokers may avoid or reduce negligence claims, and includes links to associated materials for readers elsewhere. The expression ‘direct’ is used within insurance and reinsurance placement contexts to denote cover for the original policyholder, as distinct from reinsurances of that underlying risk in question specifically. The term ‘direct’ should not be mistaken for...
What are back letters? A back letter is a private contractual understanding between the granter and the grantee; in the context of a commercial lease, that is between the landlord and the tenant. Such letters are personal in nature. The terms of back letters are generally intended to be: legally binding and enforceable at law either personal to the parties, or binding on successors in title When are back letters used? A back letter moderates the lease terms in practice. They are used: to offer the first tenant a sweetener or incentive to get the deal over the line. In such situations, the landlord will insist that any concession not meant for the tenant’s assignees is set out only in a direct back letter in favour of the initial tenant to set arrangements and grant concessions (for example, concerning the...
This Practice Note explores when property, title and risk transfer from a seller to a buyer in a business-to-business ( B2B) sale of goods. The moment of transfer is shaped by four elements: the nature of the goods, the parties' intention, the contractual terms governing the sale, and the provisions of the Sale of Goods Act 1979 ( SGA 1979). In a contract for the sale of goods, the buyer's obligation is to accept the goods and pay the price, and the seller's obligation is to deliver the goods to the buyer in accordance with the agreed terms of the contract of sale. Any sale of goods between a seller and a buyer therefore involves the movement of property, title and risk. Precisely when those pass will depend upon the character of the goods, what the parties intended, the terms to which the sale is...
How to Guide This Practice Note serves as a practical ‘how to’ for assessing exclusion and limitation of liability provisions in B2B commercial contracts, directing readers to relevant material. It points to topics that may matter, such as the definition of an exclusion and limitation clause, initial checks, and core components (parties, scope, monetary caps, excluded heads of loss, uncapped liabilities, indemnities, liquidated damages, warranty exclusions, terms and conditions, and limitation periods), alongside related clauses, party-favouring positions, and hands‑on considerations. For the commercial lawyer, these provisions are a tool to calibrate a client’s contractual risk. They are frequently hard fought in most agreements and scrutinised when disputes arise. The statutory framework governing such terms is intricate, and case law shaping their construction is subtle. Mastery of the underlying legal context is vital when negotiating exclusion and limitation wording. Drafting that is...
Practice Note This Practice Note offers guidance on the principal legal considerations for business to business ( B2B) e-commerce carried out via websites, online platforms, mobile apps and email. It addresses how contracts are formed—including offer, acceptance, incorporation and consideration—and what formalities apply in these environments, such as electronic signatures and maintaining electronic records. It also examines the enforceability of browse wrap (also known as browse-wrap, browsewrap or click free) and click wrap (also known as click-wrap or clickwrap) terms. It further sets out the laws applicable under the Electronic Commerce ( EC Directive) Regulations 2002 ( E- Commerce Regulations 2002), SI 2002/2013, which govern information society services operating in the UK. Where businesses rely on online platforms or m-commerce, the legal questions usually mirror those arising for any website. Accordingly, this Practice Note uses ‘website’ for ease and flags any...
How does the B& PCs Disclosure Scheme work? This Practice Note outlines the Business & Property Courts’ ( B& PCs) Disclosure Scheme set out in CPR PD 57AD, giving a visual overview of the steps for giving disclosure, and clarifying when a claim will be treated as a Less Complex Claim. To assess whether your case comes within the Disclosure Scheme, refer to: Which disclosure rules apply to my claim—flowchart? For comprehensive guidance detailing the duties of parties and their advisers at each stage of the process (including key deadlines), see the relevant materials......
Corporate fraud Corporate fraud describes any dishonest activity carried out against a business. Such criminality affecting companies can be both general scams that strike any organisation, and sector-specific schemes targeting particular industries. The consequences of business fraud can be stark, especially for small or medium-sized enterprises, where the losses can be ruinous. It is vital to recognise the threats and their origins so you can take steps to counter them. Report Fraud serves as the UK’s national hub for reporting fraud and internet-enabled crime. It operates as the central point of contact for guidance and information on fraud and financially driven online offending. Its website features an A– Z catalogue of cybercrime-related fraud types. Separately, the Metropolitan Police provides practical advice on common forms of business fraud and actions you can take to protect yourself, your staff and your...
This Practice Note offers practical guidance for commercial lawyers on reducing and averting disputes and litigation in commercial contracts. It outlines options for advising clients who expect or face problems with the performance of their agreements, together with the safeguards to observe where a dispute or litigation cannot be avoided. The focus is on pragmatic considerations around actual or potential breaches in a business-to-business, commercial setting. Renegotiation Novation Informal workarounds Re-interpretation The effect of walking away Termination For a checklist bringing together key content for commercial practitioners advising a business trading in difficult times—including considerations when drafting contracts, building resilience into supply chains, price and payment issues, performance problems, and dealing with disputes—see also: Commercial contracts in difficult...
Non-compliance with emissions trading schemes may lead to civil penalties, operational prohibitions or the detention of aircraft. Accordingly, financiers need a clear grasp of the duties imposed on aircraft operators (and, in some cases, owners) by the applicable schemes and of the accompanying enforcement tools, so that these risks are properly catered for in their finance documentation. This Practice Note sets out the principal components of the leading emissions trading regimes relevant to aviation finance deals. It addresses: the EU emissions trading system ( EU ETS) the Carbon Offsetting and Reduction Scheme for International Aviation ( CORSIA) (and its integration into the EU ETS) the UK emissions trading system ( UK ETS) Introduction to the key emissions trading schemes The EU ETS, CORSIA and the integration of CORSIA into the EU ETS The relationship between these regimes, including how CORSIA is...
THIS PRACTICE NOTE APPLIES IN RELATION TO OCCUPATIONAL PENSION SCHEMES What are additional voluntary contributions? Additional Voluntary Contributions ( AVCs) are contributions that members of occupational pension schemes choose to pay, beyond those required by the scheme rules, which therefore give the member extra benefits on top of the basic benefits of the relevant scheme. The nature of benefits funded by AVCs is determined by the scheme’s rules. They may provide extra defined benefits (often referred to as ‘added years’), but in most instances AVC entitlements build up on a money purchase basis. Why distinguish them from other contributions? For several purposes the contributions, and the benefits purchased with them, are treated as a distinct class separate from normal contributions and benefits. In some areas this produces more restrictive treatment than applies to other benefits; in others, more favourable rules apply. Notably, on a winding up of 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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