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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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Arbitral Tribunal’s jurisdiction Separability The Arbitral Tribunal is entitled to decide its own jurisdiction, including any objections concerning the existence or validity of the arbitration agreement. In doing so, it will have regard to the following principles ( Rule 26.1): an arbitration agreement incorporated within a contract is separable from the contract’s other provisions; a finding that the contract is null and void will not, of itself, invalidate the arbitration agreement Jurisdictional challenge A party may mount a jurisdictional challenge even if it nominated the arbitrator being challenged, or asked the President of the AIAC Court to appoint or confirm the Arbitral Tribunal ( Rule 26.4)......
Step in the project lifecycle While artificial intelligence ( AI) presents a major opportunity for businesses, realising value while managing risk demands a careful approach to implementing or buying AI. This quick guide sets out headline considerations at each phase of the AI project lifecycle. Understand the company’s overall AI strategy and risk framework Before any AI work begins, the project team should confirm understanding of the organisation’s overarching AI approach, in particular: any enterprise-wide plan for adopting AI AI governance frameworks and policies on responsible and ethical use internal and supplier-facing rules on using AI general risk management frameworks and policies assurance processes Find out more Precedent: Policy—use of generative artificial intelligence Practice Note: How to manage the risks of artificial intelligence in your business AI governance is widely discussed. Selected resources include: in its ‘...
Artificial Intelligence in employment and human resources Artificial intelligence ( AI) is appearing ever more often across employment and human resources ( HR) settings. Its deployment now spans the full employment journey, from recruitment through monitoring of staff and performance oversight. The consequences for candidates and existing staff can be significant and far-reaching, particularly where AI informs choices about hiring or advancement. Use of AI by employers and HR professionals is set to expand further in the coming years. Applied wisely, AI can sharply reduce expenditure, streamline processes and tackle inefficiencies, release time so employees can concentrate on the core parts of their roles, and lessen human error. Asked to craft an opening for an ‘ Artificial Intelligence in employment and human resources’ piece, Chat GPT replied with the following: ‘ Artificial intelligence ( AI) has transformed many sectors and is...
Practice Note This Practice Note is aimed at general private-sector commercial organisations in the UK. It highlights typical risks linked to using artificial intelligence ( AI) within your business and proposes ways to mitigate them. This Practice Note is not designed for organisations that create or deploy AI solutions as a commercial service for third parties. Separate guidance is available for technology companies—see Practice Note: Artificial Intelligence— UK regulation and the National AI Strategy. What is artificial intelligence? There is no single, settled definition of AI. In essence, it involves machines—usually computer systems—emulating human intelligence. Multiple forms of AI appear in commercial settings, including generative, predictive and extractive AI. Generative AI An AI tool that produces new, lifelike outputs such as text, audio, computer code, data or images, for example using an AI tool to: craft a marketing blog post refine an email you have already...
This Practice Note explores how Artificial Intelligence ( AI) is being applied in debt capital markets ( DCM) transactions, emphasising related risks, legal issues and the regulatory landscape. It highlights emerging AI technologies, considers their potential influence on DCM, and sets out strategic points for DCM practitioners, with particular attention to the associated risks, legal considerations and the prevailing regulatory framework... AI applications in debt capital markets ( DCM) AI in underwriting and issuance Issuing debt securities is the method by which an organisation offers fresh instruments, such as bonds, to investors to obtain funding through borrowing (debt). The workflow has multiple stages: preparing an extensive suite of legal documents, including a prospectus, appointing an underwriter, and marketing the securities to prospective investors. Within DCM, underwriting refers to a financial institution's commitment to purchase any securities that cannot be sold to, or paid for by,...
Agricultural Holdings Act 1986 Where a tenancy is regulated by the Agricultural Holdings Act 1986 ( AHA 1986), the respective responsibilities of landlord and tenant for the repair, maintenance and insurance of ‘fixed equipment’ (which includes buildings) are determined as follows: in line with the express provisions of the tenancy agreement; or if and to the extent the agreement is silent, by reference to the statutory ‘model clauses’ contained in: with effect from 1 October 2015 for property in England, the Agriculture ( Model Clauses for Fixed Equipment) ( England) Regulations 2015, SI 2015/950 ( AMCFEER 2015) with effect from 1 November 2019 for property in Wales, the Agriculture ( Model Clauses for Fixed Equipment) ( Wales) Regulations 2019, SI 2019/1279 ( AMCFEWR 2019) In each jurisdiction, those instruments replaced, from their respective...
Agricultural Holdings Act 1986 The Agricultural Holdings Act 1986 ( AHA 1986) sets out three forums for deciding disputes concerning tenancies governed by the Act: arbitration or determination by a third party the ‘appropriate tribunal’ the court Under the AHA 1986, certain issues must be sent to arbitration or to the appropriate tribunal, and any contractual provision attempting otherwise has no effect. Selecting the incorrect forum will defeat the claim, although naming the wrong party will not (see Adams v Jones). Arbitration or third party determination Any disagreement between the landlord and tenant of an agricultural holding within the scope of the AHA 1986 arising either: under the Act, or any custom or agreement, or from or in consequence of the termination of the tenancy of the whole or part of the holding must be resolved by arbitration or by a third party in...
Under common law, a tenant’s scope to detach agricultural fixtures and buildings was subject to tighter limits than was the position in relation to trade fixtures and buildings, this reflecting a rigorous application of the common law rule that anything fixed to the freehold accedes to the freehold and, as a consequence, passes to the landlord. The disparity is dealt with by the Agricultural Holdings Act 1986 ( AHA 1986) concerning tenancies of agricultural holdings, and by the Agricultural Tenancies Act 1995 ( ATA 1995) in respect of farm business tenancies......
Introduction to agricultural diffuse pollution Agriculture underpins society and sustainability, supplying food and exerting substantial socio-environmental and economic influence. It is also a major contributor to Greenhouse Gas ( GHG) emissions. Diffuse pollution arises from non-point source, widespread activities spanning agricultural and urban environments. In an agricultural context, diffuse pollution is the contamination of soil, air and the water environment resulting from farming. It typically occurs over a broad geographical area and is shaped by what happens on the land surface. Farming operations that may add to this include: ploughing seedbed preparation crop spraying fertiliser spreading applying slurry There is a wide range of potential diffuse pollution sources, which can damage the environment, for example: run-off from farm roads and yards the surface of fields dusty roofs after...
CASE HUB ARCHIVED This archived case hub reflects the position as at the judgment of 20 September 2018 and is no longer being maintained. See further: timeline and relevant/related cases. Case facts ARCHIVE—20/09/2018 Outline Appeal before the Court of Justice against the General Court’s judgment dismissing an action seeking annulment of the European Commission’s decision to reject a complaint filed by Agria Polska. That complaint alleged that several competitors—major agrochemical undertakings, assisted by industry associations and a law firm—had violated Articles 101 and 102 TFEU by pursuing a ‘vexatious’ series of administrative and criminal proceedings intended to exclude Agria Polska and its subsidiaries from the ‘plant protection products’ market across various EU Member States, particularly in Poland. Relying on its enforcement priorities, and concluding there was only a limited prospect of establishing an infringement, the Commission declined to open an in-depth...
This Practice Note considers agreements to agree, explaining why a promise to settle particular contractual terms at a later date has traditionally been treated as unenforceable. It also examines those situations where courts have nevertheless upheld contracts as binding, despite an apparent lack of certainty over fundamental terms. Principle Traditionally, contracts that contain an agreement to agree future contractual terms have been viewed as too uncertain to enforce. Whether a binding contract exists is assessed by an objective test, namely: on the evidence, a reasonable person would conclude the parties were in agreement and intended to create legal relations (the parties’ own views are disregarded), and the contract is sufficiently certain to be enforceable. Agreement For a contract to be binding, its terms must be definite enough for the court to give them practical effect and, in particular, those terms must be enforceable without the need for any further...
This Practice Note explores how an agreement for lease with development obligations may oblige the landlord to make good defects in the works. It also considers whether adjudication under the Housing Grants Construction and Regeneration Act 1996 ( HGCRA 1996) applies to agreements for lease, and outlines other avenues by which the landlord and tenant may resolve disputes arising under an agreement for lease. Defects Deficiencies in the works, whether minor or significant, commonly arise on construction schemes. Trivial items are typically captured on a ‘snagging list’ and can be addressed after practical completion, yet serious shortcomings, in either design or construction, can endanger the building’s overall structural integrity. Some will be addressed before completion, others shortly afterwards, in accordance with the snagging process. Certain ‘patent’ defects will be apparent before practical completion and the contractor will be required to remedy them before a...
Seen from a construction lawyer’s viewpoint, whether advising a developer/landlord or a tenant, a crucial element of an agreement for lease is the section setting out the development obligations—that is, the works and related requirements the developer must complete before the tenant is required to enter into the lease. This Practice Note introduces the principal construction provisions commonly found in an agreement for lease, including development obligations. The clause or suite of clauses defining the developer’s duties will typically address a range of matters, with the key topics including: the character, scope and quality standard of the works variations (requested by the landlord and/or the tenant) the scope of the developer’s obligations limits on the developer’s liability the period allowed for completing the works measurement of the works insurance obligations construction...
ARCHIVED: This content was published in 2022 and is not maintained. What does the Market Standards trend report cover? The evolving AGM: adapting to change The Market Standards trend report explores the distinctive range of hurdles and prospects confronting listed businesses across the 2022 AGM season timeframe. It assesses how environmental, social and governance ( ESG) considerations affect stakeholder and shareholder participation, emphasising the ways these factors shaped investor voting behaviour in the 2021 AGM season, and forecasts the themes businesses are likely to find leading the agenda during 2022, based on observed trends and outcomes. The report further explores options beyond the conventional in-person AGM format. It evaluates corporate approaches to hybrid meeting models and offers a digest of best-practice suggestions for organisations needing guidance and clarity on the fast-changing regulatory regime that supports and governs this space in practice. What are the highlights from the...
This Practice Note This Practice Note provides an overview of the legal framework, guidance and customary practice for running an annual general meeting ( AGM). It is intended for practitioners and company secretaries dealing with public companies whose equity is listed on the Main Market of London Stock Exchange plc (listed companies) and those with equity admitted to AIM ( AIM companies). For information on AGM notice obligations for a listed or AIM company, see Practice Note: AGMs—notice requirements for listed public companies. A public company must convene an AGM annually within six months beginning on the day following its accounting reference date. The Companies Act 2006 ( CA 2006) sets out the detailed rules for calling and conducting an AGM. Further obligations under CA 2006 apply where a public company is also a traded or quoted...
From 6 April 2025, the Digital Markets, Competition and Consumers Act 2024 ( DMCCA 2024) annuls and supersedes the consumer protection regime set out in the Consumer Protection from Unfair Trading Regulations 2008 ( CPUTR 2008), SI 2008/1277. This Practice Note examines the offence of pursuing a commercial practice that constitutes an aggressive practice under the DMCCA 2024. The provisions creating this offence under the DMCCA 2024 are, for the most part, equivalent to those in the CPUTR 2008, SI 2008/1277. For deeper analysis of unfair commercial practices under the DMCCA 2024, see News Analysis: The new law relating to unfair commercial practices. Note that the CPUTR 2008, SI 2008/1277 will continue to govern conduct that occurred before the DMCCA 2024 commenced. For background on the development of the DMCCA 2024 and a synopsis of the principal changes introduced by the Act, see...
ARCHIVED: This archived Practice Note considers the competition implications of adopting agency as a route to market. It was produced with the former Vertical Restraints Block Exemption Regulation 330/2010 and the 2010 Guidelines in mind—now replaced by the Vertical Block Exemption Regulation 2022/720 ( VBER 2022) and the 2022 Guidelines on Vertical Restraints (2022 Guidelines). This Practice Note is not kept up to date and is supplied for background purposes only. For an assessment of agency under Article 101 TFEU, the VBER 2022 and the 2022 Guidelines, see the relevant sections within Introduction to the application of Article 101 TFEU to vertical agreements, The Vertical Block Exemption Regulation 2022/720 and Analysing vertical agreements outside the Vertical Block Exemption Regulation 2022/720... A supplier can choose from several methods to distribute its offering. A supplier may: sell products or services directly appoint a...
This Practice Note offers a concise survey of agency-related disputes and guidance on the practical application of the key legal rules of agency law within dispute resolution. Certain categories of agent are heavily regulated by statute, and disputes about them sit outside the scope of this Practice Note. For disputes concerning commercial agents, within the meaning of the Commercial Agents ( Council Directive) Regulations 1993, SI 1993/3053, see these Practice Notes: Commercial agency Relationship of commercial agent and principal Termination of commercial agency For disputes concerning: company directors (acting as agents of the company)—see Practice Note: Claims against directors—key considerations for dispute resolution practitioners— Directors’ duties letting and estate agents—see Practice Note: Regulation of letting and estate agents What is agency? Agency is a legal relationship in which one person (the principal) grants authority to another (the agent) to act on the principal’s behalf in dealings with a third party. The law of...
This Practice Note outlines the character and extent of an agent’s authority, bestowed by the principal, and recognises certain constraints and qualifications imposed upon that authority in practice. It reviews the varieties of an agent’s authority, such as actual, apparent and customary authority, and explains their operation. It also addresses authority conferred through a power of attorney arrangement. It examines the consequences of an agent exceeding its authority, whether such acts bind the principal in law, and the remedies open to a principal when an agent goes beyond its mandate, including options for redress. Authority of agent An agent’s authority derives solely from its own principal. In commercial contexts, the scope of authority principals grant to agents typically comprises one or more of these functions and activities: to introduce, conclude, or otherwise handle contracts between the principal and customers. An agent is not, of itself, empowered to bind a...
This Practice Note explores issues around an agent’s authority to enter contracts for a principal and, relatedly, determining which party should sue or be sued where an agency relationship exists. For broader guidance on the formation of an agency, see Practice Note: Nature and types of agency. Who is liable? Agent or principal—general position In Re Lendy, the judge distilled the position on agent and/or principal liability where an agent acts for their principal: The default rule is that the contract is that of the principal and only the principal can sue or be sued. However, this can be displaced if, considering the nature and terms of the agreement and the surrounding circumstances, the parties’ intention points to a different outcome. If an agent signs a contract expressly as agent, they are taken not to have contracted personally unless it is clear from other...
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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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