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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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What is novation of a contract? At certain points, rather than transferring the benefit of a contract to a third party, the original counterparties may prefer to discharge their mutual obligations and, effectively, put the arrangement in place afresh, with the third party replacing one of them. This is the usual form of novation. When advising a client, you should understand the conditions for a valid novation and the implications for both the incoming party and the departing novation party once novation occurs, some of which might be avoided at the drafting stage. A Precedent: Novation agreement—long form is available. For a practical overview of novating commercial contracts with links to relevant precedents, see Practice Note: How to novate a contract. For this Practice Note, the parties to the novation are referred to as: remaining party—( A) outgoing party—( B) incoming party—( C) ......
Notice to show cause application If one party believes an agreement has been concluded (usually about the parties’ financial arrangements), or accepts an agreement existed but the other now seeks to resile from it, the party relying on that agreement may apply for the other to show cause why an order should not be made reflecting its terms. a pre-nuptial agreement—see Practice Note: Implications of pre-nuptial agreements within proceedings for financial provision a post-nuptial, separation or maintenance agreement—see Practice Note: Implications of maintenance, separation and post-nuptial agreements within proceedings for financial provision an agreement reached following arbitration—see Practice Notes: Family arbitration—introduction and Family arbitration—the role of the courts a negotiated agreement, whether within or outside financial remedy proceedings—see Practice Note: Action on reaching agreement prior to final...
For many years, the same laws have broadly applied as in the other parts of Great Britain. Although a distinct legal jurisdiction, policy in Northern Ireland was that measures from Great Britain could apply directly (for instance the Disability Discrimination Act 1995 ( DDA 1995) or the Data Protection Act 1998 ( DPA 1998)) or would be mirrored on broadly the same basis as legislation in Great Britain, though with modest variations (for example the Employment Rights Act 1996 ( ERA 1996) in Great Britain was followed by the Employment Rights ( Northern Ireland) Order 1996, again with some differences), compared with Great Britain. The only major divergence from the Great Britain approach to employment law was discrimination on grounds of religious belief and political opinion as a distinct area. Most legislation enacted in Great Britain was also implemented in Northern Ireland, though...
This Practice Note explains when organisations are required to appoint a nominated officer (often called a money laundering reporting officer, or MLRO), outlines the nominated officer’s responsibilities, and suggests practical actions they can take to carry out the role. It reflects the obligations set by the Money Laundering Regulations 2017, SI 2017/692 ( MLR 2017), as updated. The guidance is intended for general use. You should confirm whether your regulator imposes any additional, sector‑specific expectations concerning nominated officers. What is a nominated officer? A nominated officer is the individual designated to receive and evaluate suspicious activity reports ( SARs) under the Terrorism Act 2000 ( TA 2000) and the Proceeds of Crime Act 2002 ( POCA 2002). They are also expected to submit external SARs to the National Crime Agency ( NCA). The nominated officer is different from the MLCO, ie the...
State immunity under Nigerian Law Nigerian statutes contain no blanket protection insulating the state from being sued, and they likewise do not establish a bar preventing the federation, the states, or foreign governments from asserting immunity within Nigeria. Even so, targeted laws exist that shelter specified state assets from execution to satisfy court judgments or arbitral awards. When considering claims of immunity by foreign state bodies, Nigerian courts have generally applied a restrictive reading. Although diplomatic immunity for foreign governments and their officials is acknowledged under the Constitution and the Diplomatic Immunities and Privileges Act 2010, foreign states can still be proceeded against in Nigerian courts in defined circumstances. In African Re-insurance Corporation v Fantaye (1986) LPELR – 214 ( SC) (not reported by Lexis Nexis®), the Supreme Court remarked that the common law position of the English courts treated foreign sovereigns as immune from...
NOTE—to check whether notification thresholds in Nigeria and across the globe are met, see further: Where to Notify. 1. Have there been any recent developments regarding the Nigerian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Nigeria? Until quite recently, merger activity in Nigeria fell under the oversight of the Securities and Exchange Commission pursuant to the Investment and Securities Act, 2007. After the Nigerian Parliament’s approval in December 2018 and Presidential assent on 30 January 2019, the Federal Competition and Consumer Protection Act, 2018 (the Act) was enacted into law. The Act established a modern competition law framework and a dedicated regulator. The Federal Competition and Consumer Protection Commission ( FCCPC) began operations in April 2019 and is empowered to...
This Practice Note explores how climate change and the drive by the UK and other governments globally to reach net zero affect the construction sector and the way construction contracts are drafted. This influences the construction industry and the drafting of construction contracts. Climate change risks and ramifications for construction contracts It is widely recognised that climate change brings multiple threats across many industries, with a higher chance of severe and erratic weather, such as floods, drought and intense heat, which in turn would push hundreds of millions into poverty, diminish biodiversity and lead to species extinctions. In response, governments worldwide are acting to deliver ‘net zero’, meaning a condition where greenhouse gas ( GHG) emissions are counterbalanced by GHG removal, delivering an overall net zero emission over appropriate timescales. See also Practice Note: Sustainable...
When will a public authority owe a duty of care? The Supreme Court examined when a public authority owes a duty of care in Michael and Robinson. In Michael, Ms Michael dialled 999 to tell the police that her former partner had threatened to kill her. The call handler failed to relay the threat to kill, so the incident was treated as lower priority, causing a delay in the police response. Ms Michael was killed by her ex-partner before the police finally arrived. In Robinson, an elderly pedestrian was knocked down by police officers who were attempting to arrest a suspected drug dealer in the course of an attempted arrest. Each case was assessed to decide whether a duty of care was owed in those circumstances......
The NEC3 and NEC4 contracts champion a continuous, proactive stance on tracking and handling risks, and anyone administering or working under these forms must give careful attention to the risk management procedures. This Practice Note focuses on the risk management terms in the NEC3/ NEC4 Engineering and Construction Contract ( ECC), although similar mechanisms are present across the wider suite. Risk allocation First, it is important to distinguish between risk management and risk allocation within the NEC contracts. These forms adopt the opposite approach to allocation when compared with some other standard forms, expressly stating which risks fall to the Client (referred to as the ‘ Employer’ in NEC3). By implication, all remaining risks sit with the Contractor. The risks taken on by the Client—called the ‘ Client’s liabilities’ in NEC4 and the ‘ Employer’s risks’ in NEC3—are listed in clause 80.1, and this...
ARCHIVED: This Practice Note is archived and no longer updated. The UK has enacted The Competition Act 1998 ( Vertical Agreements Block Exemption) Order 2022 ( VABEO). From 1 June 2022, VABEO superseded the Vertical Restraints Block Exemption Regulation 330/2010 ( VBER 2010) in the UK. The European Commission has also brought in the Vertical Block Exemption Regulation 2022/720 ( VBER 2022), which replaced VBER 2010 in the EU on the same date. Together with their 2022 guidance/guidelines, the UK’s VABEO and the EU’s VBER 2022 materially alter how most-favoured nation ( MFN) clauses are approached. This Practice Note predates both instruments and reviews how MFNs were treated by the European Commission and national competition authorities before VABEO and VBER 2022. For analysis of MFNs in the EU under Article 101 TFEU, VBER 2022 and the Commission’s 2022 Guidelines on Vertical...
Section 54(5) of the Modern Slavery Act ( MSA 2015) Under section 54(5) of the Modern Slavery Act ( MSA 2015), there are six types of particulars that can be set out in an organisation’s transparency in supply chains ( TISC) statement on slavery and human trafficking. One of these concerns information on the organisation’s effectiveness in ensuring slavery and human trafficking do not occur within its business or supply chains, assessed against performance indicators it considers appropriate. Statutory guidance to section 54 on the TISC provisions highlights two main ways key performance indicators ( KPIs) are relevant: your TISC statement may include evidence showing you have evaluated whether your business KPIs might cause, contribute to, or result in modern slavery within your operations and supply chains you can establish outcome‑focused KPIs to measure year‑on‑year progress towards your business aims for...
Background Claims for noise‑induced hearing loss ( NIHL) have existed for many years, yet in recent times there has been a marked surge in actions brought against the Ministry of Defence ( MOD), in particular on behalf of Army, Navy and RAF personnel for NIHL arising from military service—commonly termed ‘ M‑ NIHL’ claims. While M‑ NIHL shares much in common with occupational NIHL ( O‑ NIHL), these military claims often present distinctive characteristics that must be taken into account when handling and progressing them. Existence and extent of duties Members of the armed forces are not employees, as they do not serve under contracts of service; in constitutional terms, they are servants of the Crown. Nevertheless, it is firmly recognised and long established that service personnel are owed duties equivalent to those owed to employees by their...
The Mi FID II passporting regime Among the key features of the recast Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II) and the Markets in Financial Instruments Regulation ( Regulation ( EU) 600/2014) ( Mi FIR) (together, the Mi FID II framework) is the facility for investment firms authorised in one EEA Member State to deliver services in others, either cross-border (for example by telephone or the internet) or by opening a branch in another Member State, without needing separate authorisation in each jurisdiction where they operate. This is termed ‘passporting’. This Practice Note examines the regulatory scheme that applies to passporting and also addresses access arrangements for multilateral trading facilities ( MTFs), organised trading facilities ( OTFs) and regulated markets ( RMs) in other Member States. For details of the avenues open to...
Using metatags and keyword advertising is lawful, yet it has prompted disputes where site operators select competitors’ trade marks as keywords to channel traffic to their own pages. The competitor’s trade mark is usually not visible in the advert or on the advertiser’s site, but the advert or the web link appears when an internet user enters the competitor’s mark as a search term. The central issue is whether employing third-party trade marks in metatags or keyword advertising amounts to infringement. Terminology ‘ Metatags’ are keywords and descriptions inserted in the invisible hypertext mark-up language (html) of websites. They indicate a site’s content. When an internet user types a keyword or description into a search engine, it searches the metatags as well as the visible text on websites to present a list of the most relevant sites (the ‘natural’ results). Website owners use metatags to...
This Practice Note explains how to craft an opening presentation for a mediation. It is designed for a complex dispute where the mediation is expected to last at least an entire day. If you are planning for a shorter mediation, you may prefer a far simpler presentation that lasts only a few minutes. The guidance in this note remains valuable and will help you prepare the presentation for maximum effect and impact. Opening statements will be delivered by each party in a joint meeting at the beginning of the mediation. For further detail of how a mediation may progress, see Practice Note: Stages of the mediation. Prior to the mediation Before the mediation, ensure you discuss thoroughly with your client: how the mediation will proceed through the different stages, including precisely when the opening presentation will be given—see Practice Note: Stages of the...
This Practice Note summarises notable cases and related materials concerning material adverse change clauses ( MAC) in a financing context. The cases are arranged by theme and cover: interpreting a MAC clause acceleration based on a MAC clause Interpreting a MAC clause Names of parties: BM Brazil I Fundo De Investimento EM Participacoes Multistrategia v Sibanye BM Brazil ( Pty) Limited [2024] EWHC 2566 ( Comm) Judgment date: 10 October 2024 Case summary: Following drilling that triggered a blast, a mine slope in Brazil shifted by up to two metres, with the ground moving as a single block. The central issue was whether this amounted to a ‘material adverse effect’ under the definition in the share purchase agreement for the company owning the mine, allowing the buyer to withdraw. Butcher J concluded it was not a ‘material adverse event’...
This How to guide forms part of the Banking & Finance loan transaction collection. It signposts precedents, highlights drafting and negotiating points, and serves as an introductory resource for those new to banking and finance law. What is a mandate letter? Mandate letters are used across syndicated transactions to set out the basis on which the borrower appoints banks or financial institutions to the principal roles in a syndicated facility. Mandated lead arrangers (appointed to arrange the facilities) ( MLAs) Bookrunners (appointed to organise syndication) Underwriters (appointed to underwrite the facilities—ie commit to lending the full amount even if the facilities cannot be successfully syndicated) A mandate letter will typically include provisions on the proposed financing terms, the fee structure for the arrangement, and the intended syndication strategy—ie authorises the MLAs to syndicate the loan on an exclusive basis. For more...
Forfeiture clauses in rack-rented occupational leases are widely accepted, because such leases seldom possess capital value. By contrast, long leases (usually carrying only a minimal ground rent) are regarded as akin to freeholds and are likely to hold substantial capital value, with a significant premium often having been paid on their grant. Lenders taking mortgage security over long leases therefore seek to ensure either: the lease excludes any right for the landlord to forfeit; or adequate protections for the lender are incorporated into any forfeiture clause Mortgagee’s rights on forfeiture If the breach prompting the landlord’s right to forfeit is non-payment of rent, a mortgagee may apply for relief from forfeiture (as though it were an undertenant) or for a vesting order (see Law of Property Act 1925 ( LPA 1925), s 146(4)). Where forfeiture arises from breach of any other...
Last updated 23 March 2026. This tracker reviews commercial companies joining the London Stock Exchange’s Main Market with a dual or multiple class share structure ( DCSS), where one share class carries weighted voting rights, and summarises the rights attached to those shares. A DCSS lets a founder shareholder keep voting control by giving enhanced or weighted rights to an unlisted share class or a special ‘golden share’. Listed companies with a dual or multiple class share structure The summary below outlines commercial companies that have listed on the London Stock Exchange’s Main Market with a dual or multiple class share set-up as set out below. Entries cover: the company; dates of key events; share structure and the holders of any weighted voting rights share(s) on admission; and a synopsis of the rights of weighted voting rights shares or any special share on...
Introduction The Industry Mutual Hold Harmless Scheme ( IMHH) was launched in 2002 after a thorough cross-industry consultation, coordinated by Leading Oil and Gas Industry Competitiveness ( LOGIC). Its aim was to bridge the ‘contractual gap’ between contractors where the LOGIC Standard Conditions of Contract (the “ LOGIC Standard Conditions”)—or other agreements using a ‘small family’ indemnity regime (see below)—were applied. The LOGIC Standard Conditions are standard-form contract terms issued by LOGIC, originally created to cover the lifecycle of oil and gas activities, including onshore and offshore services, well services and construction. They are now also employed for offshore renewable energy projects, for example the construction and/or maintenance of offshore wind farms (together with related transmission infrastructure), as well as the construction and maintenance of electricity interconnectors. The IMHH framework is likewise commonly used on offshore projects where newly constructed assets are located near...
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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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