Legal Practice Notes

Standby letters of credit Standby letters of credit (sometimes called standby credits) sit within the wider category of letters of credit. They tend to be used in much the same way as on demand guarantees and performance bonds (see Practice Note: On demand guarantees and bonds). Their role is to secure payment or other obligations if a contracting party fails to perform. A beneficiary under a standby letter of credit anticipates payment only where the counterparty is in default. For further detail on standby letters of credit, see Practice Note: Characteristics of standby letters of credit. The International Chamber of Commerce ( ICC) has produced standard rules and customary practices for letters of credit, which also cover standby credits. Adoption of those rules and practices is not compulsory. Parties are free to incorporate them into their arrangements if they choose......

On 1 June 2004, the second edition of the Standard Commercial Property Conditions came into effect, and those...

Specific issue orders This Practice Note sets out what specific issue orders are, when the court may make them, and the restrictions on doing so. It also outlines the breadth and scope of such orders, for example disputes about: medical treatment taking a child out of the jurisdiction altering a child’s name It identifies who may apply for a specific issue order as of right and who must first obtain the court’s permission. A specific issue order is an order directing how a particular question should be determined where it has arisen, or might arise, in relation to any element of parental responsibility for a child. A discrete question can be placed before the court so that a defined point can be settled. There is no requirement for a live dispute between the parties before the jurisdiction to make a specific issue order is engaged; the court’s power is not...

NOTE—to check whether notification thresholds in South Africa and worldwide are satisfied, please consult: Where to Notify. 1. What recent changes have affected the South African merger control regime, and are any further updates anticipated in the next year? Are there any other pressing merger control issues in South Africa? Amendments to the South African Competition Act On 12 July 2019, President Cyril Ramaphosa issued a notice in the Government Gazette, which immediately brought into operation selected provisions of the Competition Amendment Act 18 of 2018 ( Amendment Act 2018). Provisions dealing with matters such as buyer power and price discrimination were excluded. These measures amend the Competition Act, No. 89 of 1998 ( Competition Act 1998) and, taken together, form the Competition Act 1998 (as amended). Key changes now in force include: administrative penalties: section 59 of the Competition Act 1998 has been revised to...

This Practice Note addresses the correction of accidental slips or omissions in judgments or orders under CPR 40.12, outlining when the rule can, and cannot, be invoked and the approach to making an application. What is the slip rule? The slip rule is the mechanism by which the court may amend an accidental slip or omission in a judgment or order (see CPR 40.12; CPR PD 40B, para 4.1 and CPR PD 40B, para 4.5). CPR 40.12 provides that the court may at any time correct an accidental slip or omission in a judgment or order. The phrase ‘any time’ needs no further gloss or explanation and means exactly what it says: the jurisdiction is not limited to orders that are still in existence ( IC v RC—while a family case, it considered an identical provision to CPR 40.12 in the Family Procedure...

This Practice Note explores what skeleton arguments are, the situations in which they are required, the deadlines by which they must be filed and served, and offers guidance on drafting skeleton arguments. This Practice Note does not address the requirements for skeleton arguments in appeals. For that guidance, see Practice Note: Skeleton Arguments in an appeal—general provisions. This Practice Note also provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may additionally need to be mindful of further provisions—see: Court specific guidance. What are skeleton arguments and when are they required? A skeleton argument is a written document supplied to the court ahead of a hearing that outlines the issues to be dealt with (both factual and legal), the principal arguments to be advanced on each issue, and the...

What is a Site of Special Scientific Interest? Sites in England and Wales that are recognised for their special interest, by reason of their flora, fauna, geological or physiological features, are given statutory protection under the Wildlife and Countryside Act 1981 ( WCA 1981). Natural England or Natural Resources Wales are responsible for designating these areas under WCA 1981, s 28. SSSIs can include a range of places, such as: Wetlands Rivers Meadows Beaches Peat bogs Owners of SSSIs are restricted in what they may undertake to and on the land and must manage it so as not to cause any damage to it. Public bodies are also under a duty to take reasonable steps to further the conservation and enhancement of the special features of SSSIs. Legislation and guidance Legislation The provisions relevant to the designation and management of SSSIs are found in WCA 1981, ss 28–28S, 32 and...

ARCHIVED: This Practice Note is archived and is no longer maintained. Similar facts evidence—meaning and the general position Material might be available about comparable conduct or the handling of a like issue in situations beyond the dispute, which a party may wish to rely upon as indicating that the same conduct or approach also took place in the dispute. In such circumstances, a party can apply to the court seeking permission to introduce evidence of similar, albeit unrelated, events or facts for consideration. Courts are generally reluctant to entertain such applications. The prevailing rule is that facts akin to a fact in issue are ordinarily inadmissible as proof of that fact in issue. Nonetheless, recognised exceptions exist and, it appears, courts will usually allow similar fact material where it has logical probative value, is not oppressive or unfair to the opponent, the opponent has adequate notice, and is in a...

Side letters are commonly utilised in practice: to set arrangements and allow concessions (eg concerning the permitted use, the standards of repair or rent concessions), or to remove uncertainty, for instance on assignment or on rent review The provisions of such letters are ordinarily intended to be: legally enforceable personal to the parties to the letter or binding on successors in title temporary and/or capable of termination Successors in title—who is bound? A key issue is whether a side letter binds the landlord’s and the tenant’s successors in title. When preparing a side letter, it is crucial to state expressly if the successors of the original landlord and tenant are to be bound. If a side letter is expressed as personal to either party, it will not bind the successors of that party. If it is silent on this point, then it may bind successors......

This Practice Note forms part of the Share purchase transaction collection. Timing Ordinarily, due diligence is undertaken after the parties have agreed heads of terms and have put appropriate confidentiality provisions in place. From that point, the process will usually run alongside the negotiation of the principal sale documentation (the share purchase agreement together with any related ancillary documents). The bulk of the enquiries should be completed at the outset of the transaction to allow the parties to negotiate suitable warranty and/or indemnity protection within the share purchase agreement, as well as the seller’s disclosures against those warranties. A disclosure letter will be drafted and negotiated in tandem with the share purchase agreement and will be executed at the same time as the agreement itself. In most cases, the initial draft of the disclosure letter will not be prepared until due diligence is well...

This Practice Note sits within the Share purchase transaction collection. At completion, the necessary formal steps to finalise and implement the transaction are carried out, including execution of the stock transfer form and delivery and signing of all completion deliverables specified in the share purchase agreement ( SPA). Exchange (the signing of the SPA) and completion may occur together or be staged, depending on whether the agreement is unconditional or conditional. These stages can take place face to face or virtually (via telephone, email or other electronic means). See Practice Note: Issues arising where there is split exchange and completion—share and asset purchases. Preparations for the completion meeting Prepare list of documents/completion agenda Well in advance of completion, a documents list should be prepared, setting out what must be produced and identifying who is responsible for each item. The list should also include a...

section 2 notices This Practice Note addresses the compulsory power to require documents to be provided under section 2 of the Criminal Justice Act 1987 ( CJA 1987) (section 2 notices). For a separate summary of the provisions on section 2 interviews, see Practice Note: Interviews under the Criminal Justice Act 1987, s 2. Under CJA 1987, s 2(2), the Director of the Serious Fraud Office ( SFO), or a designated person, may require any person to supply information or answer questions during an investigation, where there are reasonable grounds to suspect an offence involving serious or complex fraud or corruption has been committed. CJA 1987, s 2(3) empowers the Director of the SFO, on the same basis, to issue a section 2 notice compelling the production of documents. A notice may stipulate that documents are to be supplied or produced at a named and...

As applications to set aside default judgment under CPR 13.3 require the court to exercise discretion, decisions on such applications are highly fact-sensitive. Nevertheless, reviewing examples that succeeded or failed on promptness or on relief from sanctions can illustrate how the court tackles these issues in practice. The tables below compile examples of applications to set aside default judgment that stood or fell on promptness or the application of relief from sanctions principles. For overarching guidance on the court’s approach to applications under CPR 13.3, see Practice Note: Setting aside default judgment—discretionary grounds ( CPR 13.3). Promptness For guidance on the meaning of promptness for CPR 13.3(2), see Practice Note: Setting aside default judgment—discretionary grounds ( CPR 13.3)— Promptly. Example cases where a default judgment was set aside despite delay Regera SARL v Cohen [2025] EWHC 2107 ( Comm) at paras...

This Practice Note reviews the framework governing service of documents issued by any foreign court or tribunal within England and Wales ( England). It calls for reference to the provisions of CPR 6... Key documents/definitions convention country—defined in CPR 6.49(a) as ‘a country in relation to which there is a Civil Procedure Convention’. A Civil Procedure Convention bears the same meaning as in CPR 6.31(c), ie any Convention (including the Hague Service Convention) entered into by the UK concerning service out of the jurisdiction foreign court or tribunal—a court or tribunal in a country outside of the UK ( CPR 6.49(b)), and process server—is defined in CPR 6.49(c) as: a process server appointed by the Lord Chancellor to serve documents to which Section V of CPR 6 applies, or the...

This Practice Note considers how to serve an arbitration claim form issued in the courts of England and Wales ( England and English are used as for convenience) on defendants within and outside the jurisdiction. Although the English courts commonly adopt a non-interventionist stance towards arbitration, there are instances when parties to an arbitration—or the tribunal—may seek recourse to the English court. For an overview of the court’s supporting jurisdiction under the Arbitration Act 1996 ( AA 1996), see Practice Note: AA 1996—court powers in support of arbitration—an introduction. All arbitration claims and applications brought under the AA 1996 must be commenced by arbitration claim form ( Form N8) and issued in accordance with CPR 8 and CPR 62, together with the related practice direction. The sole exception is an application under AA 1996, s 9 (a stay of court proceedings in favour of...

This Practice Note sets out the requirements under common law and the Agricultural Holdings Act 1986 ( AHA 1986) in respect of notices to quit served in respect of an agricultural holding and the special grounds (or ‘ Cases’) under AHA 1986, Sch 3. Any notice given under the Agricultural Holdings Act 1986 ( AHA 1986) must, at the very least, meet the common law rules for notices to quit, except where altered by the tenancy agreement. Nevertheless, where the AHA 1986 imposes stricter obligations, those will take precedence over both common law and contractual provisions. In the vast majority of situations, an agricultural holding will be an annual periodic tenancy, either because it was originally granted on that basis or because it has been treated as such by the operation of AHA 1986, ss 2 and 3. The following common law and statutory rules...

Practice Note This Practice Note sets out guidance on serving documents in family cases beyond the jurisdiction of England and Wales where the proceedings were issued before 6 April 2022. It specifies how service should be carried out in the following settings: Scotland or Northern Ireland Countries that are parties to the Hague Service Convention All other overseas jurisdictions It further clarifies the timeframe for filing an acknowledgement of service and when a translation is necessary. The Divorce, Dissolution and Separation Act 2020 ( DDSA 2020) has been operative since 6 April 2022. Proceedings started on or after that date are governed by DDSA 2020 and by the procedural changes brought in through the amended Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955. For additional guidance, see Practice Note: Introduction to the Divorce, Dissolution and Separation Act 2020. Those...

This Practice Note explores the doctrine of separability within the law of England and Wales (using ‘ England’ and ‘ English’ as shorthand throughout). It should be read alongside Practice Note: Separability of arbitration agreements in international arbitration, which examines the doctrine from an international perspective as well. The doctrine of separability under English law An arbitration agreement is regarded as distinct and autonomous from the main agreement that contains it and, accordingly, remains effective despite the termination or invalidity of the main agreement—this is referred to as the ‘doctrine of separability’......

Scope of this Practice Note A company may use its intellectual property to secure a loan. In commercial finance, IP is frequently taken as collateral: as one element of an all‑assets security package (see Practice Note: Key features of debentures) in financings to borrowers in sectors where IP carries particular value, for example: biotechnology, pharmaceutical, electronics and telecommunications industries (where patents are especially significant) global retail industries (where trade marks are especially important) film production and software manufacturing industries (where copyright is especially central) This Practice Note does not deal with taking security over IP in the EU or other overseas jurisdictions. Lenders should obtain appropriate local law advice when taking security over a...

A company voluntary arrangement ( CVA) proposal, or any alteration to it, cannot be approved by the company or its creditors if it would interfere with a secured creditor’s ability to enforce its security, unless that secured creditor agrees. In practice, where significant secured creditors or major landlords are involved, it would be atypical to advance a CVA without prior dialogue with them before circulating the proposals (see Practice Note: CVAs—landlord issues and remedies). In addition, where a CVA is put forward within 12 weeks of a moratorium ending under the Corporate Insolvency and Governance Act 2020 ( CIGA 2020), those owed unpaid moratorium debts and priority pre-moratorium debts effectively hold a veto: neither the company nor the creditors may sanction the CVA unless those liabilities are discharged in full, unless the relevant creditors consent. CIGA 2020, Sch 3, para 4 protects...