Legal Practice Notes

This Practice Note explains which jurisdictional rules the English courts will use when deciding which court has authority to hear a dispute. Those rules derive from the Hague Convention on Choice of Court Agreements, Brussels I (recast), Brussels I, the Lugano Convention, the Brussels Convention, and from statute or the common law. In international litigation, parties may disagree about the proper forum—ie, the jurisdiction—in which their dispute should be tried. Accordingly, identifying the appropriate venue for issuing and hearing proceedings can itself become contested. It is therefore essential to appreciate that particular rules govern the allocation of jurisdiction to a court. These frameworks direct the court’s analysis when deciding jurisdiction. The UK’s exit from the EU also influences which jurisdictional rules will be applied by the courts of England and Wales when determining which courts have jurisdiction. For discussion of wider...

This Practice Note addresses considerations when appealing a decision on a jurisdictional challenge. It explores preliminary factors when contemplating an appeal, the timing for issuing an appeal application, and potential cost consequences. It also covers staying proceedings pending a jurisdictional appeal and serving a second acknowledgement of service while an appeal is on foot ( CPR 11(8)). For guidance on other aspects of contesting the court’s jurisdiction, see Practice Notes: Challenging court jurisdiction—general principles Challenging court jurisdiction—application under CPR 11 (general considerations) Challenging court jurisdiction—application under CPR 11 (timing and extensions of time) Challenging court jurisdiction—has a party submitted to a jurisdiction? A challenge to the court’s jurisdiction is brought by application under CPR 11. If that application fails and the court refuses to make the declaration sought, an appeal may follow. Typically, the appeal proceeds by seeking...

This Practice Note outlines examples of the different types of jurisdiction agreements (also known as choice of court agreements): exclusive, non-exclusive and asymmetric. In some instances, the jurisdiction clause includes a forum non conveniens waiver, meaning the parties agree not to contend the doctrine of forum non conveniens (i.e. which court is the proper forum for the dispute). For fuller guidance, see the following Practice Notes: Jurisdiction agreements—exclusive jurisdiction agreements Jurisdiction agreements—asymmetric jurisdiction agreements Forum non conveniens—principles Exclusive jurisdiction agreements Example: Exclusive jurisdiction clause In Cia Sud Americana de Vapores SA v Hin- Pro International Logistics Ltd (2015), the Court of Appeal treated a clause as exclusive even though the word ‘exclusive’ was missing. The clause provided that the Bill of Lading, and any claim or dispute arising under it, was to be governed by English law and fall within the jurisdiction of the English High Court of Justice in...

Overview of the Tameside duty The Tameside duty takes its title from Secretary of State for Education and Science v Tameside MBC. As Lord Diplock made clear, a decision-maker must frame the right question and take reasonable steps to equip himself with the relevant information in order to answer it correctly before acting. It is most often characterised as a duty to undertake sufficient or due inquiry. For background reading, see: ‘ Due Inquiry’: Supperstone, Goudie and Walker on Judicial Review [10.59]... This obligation is a logical development of the broader, general and long‑standing public law principle that a decision-maker must weigh every relevant consideration, and disregard those that are irrelevant, most notably exemplified by Associated Provincial Picture Houses Ltd v Wednesbury Corporation. In this regard, Lord Diplock’s statement of the test in Tameside is firmly anchored in the Wednesbury principle ( R ( Law...

Prepared in collaboration with a partner at the Jordanian law firm International Business Legal Associates, this overview explores key matters on merger control in Jordan... Note: to verify whether notification thresholds in Jordan and globally are met, please refer to Where to Notify... 1. Have there been recent developments regarding the Jordanian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Jordan? After the government tabled reforms in July 2022 to Competition Law No. 33 of 2004 ( Original Competition Law), the package proceeded through the constitutional stages, was debated and approved by Parliament, and was subsequently ratified by His Majesty the King. The changes were enacted as Amending Law No. 12 for 2023, published in the Official Gazette on 16 April 2023 and entering into force on 16 May 2023 ( Amending Law). The...

Practice Note This Practice Note sets out the principal practical factors to address when encountering a possible joint venture ( JV) dispute. It is applicable to every type of JV structure, with further points arising where the JV relationship is constituted through a joint venture company ( JVC). From the outset, indeed, recognise that embarking on a JV in the first instance ordinarily demands substantial planning and effort on the part of the JV participants, who have decided to partner with one another for mutual advantage, typically by pooling cost, resources and experience. When a dispute threatens, your client must reflect carefully and precisely on what it is trying to achieve and whether the ultimate objective is for the JV to continue, so as to capture the benefits of all the time and money invested in establishing it, or whether there are...

Practice Note First issued in 2008, it was updated in 2011 to reflect changes to the Housing Grants, Construction and Regeneration Act 1996 introduced by the Local Democracy, Economic Development and Construction Act 2009. A further revision arrived in 2017 (described as the 2016 edition as it sits within the 2016 JCT suite), with the latest iteration in 2024. This Practice Note reviews the 2016 and 2024 editions, whose provisions are, for the most part, very similar... Forms Pre- Construction Services Agreement ( General Contractor) ( PCSA)—entered into by the ‘ Employer’ and ‘ Contractor’ Pre- Construction Services Agreement ( Specialist) ( PCSA/ SP)—entered into by the ‘ Purchaser’ and ‘ Specialist’ The primary focus here is the PCSA, although the PCSA/ SP adopts broadly comparable terms. Both sets of provisions align closely with those typically seen in a...

This Practice Note provides easily searchable links to PDF versions of the JCT 2024 standard form contracts...

FORTHCOMING CHANGE: As outlined in Autumn Budget 2024, the government has commissioned an independent review of the loan charge. Announced on 23 January 2025, the review will explore the obstacles that prevent individuals subject to the loan charge, who have not yet settled and paid their tax liabilities in full, from achieving resolution with HMRC, and will set out ways to encourage them to settle with HMRC. To support this work, a call for evidence, directed at those still within the scope of the loan charge (and their advisers), was issued on 28 March 2025. The review’s conclusions, together with recommendations, will be reported and presented to the Exchequer Secretary to the Treasury by Summer 2025. For further details on the review, see News Analysis: Autumn Budget 2024— Independent review of the loan charge. HMRC has also confirmed the operational activity it will carry out while the...

This Practice Note sets out, in outline, the procedural steps that arise following the appointment of a receiver for an Isle of Man company or any other corporate entity whatsoever. In this note, we seek to offer guidance herein on: which persons or bodies must be told of a receiver’s appointment when that notice must be given what papers the receiver is required to lodge the continuing filing duties after appointment what notices are needed on a receiver’s resignation or the end of the receivership, and the particular receivership obligations for protected cell companies The different corporate entities Isle of Man law provides a broad range of distinct corporate forms and structures available as appropriate. To deliver as full and comprehensive a guide as we can, this note sets out the applicable requirements for receivers appointed in relation to each of the...

What does this Practice Note cover? The International Swaps and Derivatives Association, Inc. ( ISDA) is the trade body for actors in the derivatives market. It has created standard forms for derivatives, and these are used to record the vast majority of over‑the‑counter ( OTC) derivative dealings. This Practice Note sets out the principal ISDA papers used in a typical OTC derivatives transaction, the overall structure, and how each piece connects to the others. The key documents are: master agreement schedule credit support document (only where the parties require collateral or security to be provided) confirmation Documentation framework ISDA ISDA is a global association representing participants in the international, privately negotiated OTC derivatives marketplace. Its members include derivatives dealers, corporates, law firms, and others, and are listed on the ISDA website. ISDA has published standardised derivatives...

What does this Practice Note cover? This Practice Note considers: typical dispute categories arising from derivative contracts key case law connected to those categories practical pointers for practitioners when drafting derivative contracts to head off later disputes processes available to resolve disagreements over derivatives contracts The nature, principal types and main applications of financial derivatives are outlined in Practice Notes: The nature of financial derivatives and Types of derivatives. Derivative contracts often generate disputes between the parties who enter into them. Common categories of derivative disputes Derivatives may trigger a variety of disagreements. As with any situation where parties negotiate, conclude and perform (or fail to perform) a contract, claims may concern: negligent misstatement, deceit or breach of section 2 of the Misrepresentation Act 1967 ( MA 1967) regarding false or misleading statements made before the contract was entered into (for more...

Section 245 of the Insolvency Act 1986 ( IA 1986) Under section 245 of the Insolvency Act 1986, liquidators and administrators may set aside certain floating charges where: the charge was granted within the relevant time; in specified situations, the company was insolvent when it was made, or became insolvent because of the transaction giving rise to it; all or part of the consideration for creating the charge was not supplied at the same time as, or after, the charge was created. The provision is designed to stop creditors gaining an unfair edge over others, such as trade creditors, when the company’s capacity to meet its debts is uncertain. It is akin to a preference claim, but what is unwound is the security over the indebtedness, rather than the repayment itself. In Re Comet Group Ltd (in...

This Practice Note This Practice Note introduces typical forms of performance bond used in international supply contracts, including, among others, the following: pre-qualification bonds tender (or bid) bonds advance payment bonds ( APB) maintenance bonds completion bonds retention bonds customs bonds facility bonds Performance bonds are widely deployed on numerous projects to give the customer security against a supplier’s failure to perform. The Practice Note also examines, in practice, how trade sanctions and embargoes may influence the discharge of contractual duties in international contracts for which a bond might be required. In particular, it does not cover letters of credit, which are most frequently used in international supply contracts to provide a safe method of payment under the sales contract between buyer and seller, offering protection to the supplier against the buyer’s...

Forced heirship Forced heirship describes a situation where the children or other close kin of someone who has died are entitled, as a matter of right, to part of that person’s patrimony (broadly, the estate after reinstating any gifts made during lifetime), regardless of the testator’s intentions. In England and most common law systems, constraints on testamentary freedom are minimal, whereas civil law systems (rooted in Roman law) oblige testators to provide for their nearest family. In certain countries (eg France), forced heirship applies mandatorily so that a portion of the estate is automatically earmarked for the relevant forced heirs, while in others (eg Germany, Italy and Switzerland) those heirs instead hold a claim against the will’s beneficiaries. The succession law that governs a death will be identified differently from one jurisdiction to another, depending on the connecting factor recognised and applied in that forum. The...

This Practice Note This Practice Note offers an overview of the common law and the conventions that regulate international carriage by air. It sets out the carrier’s liability and the assessment of damages at common law and under the relevant conventions. The Warsaw Convention and the Montreal Convention (together with their various iterations) are outlined, alongside guidance on determining which convention governs a particular matter, and a discussion of limits of liability, jurisdiction, and limitation periods under those regimes. The Note also introduces cargo documentation requirements and the allocation of responsibility for loss, damage, or delay affecting cargo. Carriers transporting goods by air may face liability under: common law international conventions EU regulations This Practice Note serves as an entry point to a broad and intricate subject examined comprehensively in Shawcross & Beaumont: Air Law. Its emphasis is on the common law and, to an even...

This Practice Note examines the extent of the powers of the courts of England and Wales (with England used as a convenient shorthand) to grant interim and/or emergency relief in aid of arbitral proceedings. Interim and/or emergency relief—the primary responsibility of the arbitral tribunal As a general position, the Arbitration Act 1996 ( AA 1996) places primary responsibility for interim or urgent measures on the arbitral tribunal seated in England in respect of arbitrations within its jurisdiction. Those powers stem from AA 1996, s 38. For further detail on the tribunal’s powers under AA 1996, see Practice Note: AA 1996—interim and/or emergency relief—applying to the tribunal. Where the seat is England, the English court plays only a confined role at the interim (interlocutory) stage. A party cannot seek court relief merely because the tribunal declines to grant the measures requested. The court’s statutory...

What happens when a debtor dies? Someone may pass away while insolvent. An estate is insolvent when its value does not suffice to discharge all debts and liabilities in full. In such cases, the estate’s administration is regulated by the Administration of Insolvent Estates of Deceased Persons Order 1986 ( DPO 1986), SI 1986/1999. It applies to estates of the insolvent deceased, including where death follows the presentation of a bankruptcy petition or the making of a bankruptcy application. Its main effect is to adapt the Insolvency Act 1986 ( IA 1986). The interaction between DPO 1986, SI 1986/1999 and IA 1986 is examined in Re Estate of Platon Elenin (aka Boris Abramovich Berezovsky). What should happen to the insolvent estate? Unless a bankruptcy order exists (or a bankruptcy petition has been presented or an application made), an insolvent estate must be managed in one of three...

This Practice Note serves as a model for an initial request for information ( RFI) to carry out a multi-jurisdictional merger control review and an initial antitrust risk appraisal. It is based on a standard acquisition where one company ( Company 1) buys another ( Company 2). Depending on the deal structure, the RFI should be adapted accordingly. It also assumes the relevant business manufactures goods; it must be revised before being used for services. It is recommended that a comparable RFI is sent to the other party through its own antitrust counsel. Before collecting (and sharing) information, the exchange should be governed by confidentiality and/or clean team agreements or similar arrangements. In any event, all communications should be channelled via each party’s external counsel. For an example precedent of a Clean Team Agreement, see further Clean team...

What does this Practice Note cover? This Practice Note introduces high yield bonds. It addresses: the types of investors in these securities, such as institutional investors and funds the motivations for investing, including benefits versus loans (for example, the potential for higher returns) the issuers of these instruments, typically corporates with sub-investment grade credit ratings an outline of the high yield bond market, covering its size, principal participants and usual features What are high yield bonds? Bonds are capital markets instruments that constitute a form of debt security. For more on capital markets and bond issues, see Practice Note: Key features of the debt capital markets. High yield bonds—also known as junk bonds or speculative grade bonds—generally provide investors with higher rates of return than other corporate bonds because they are considered riskier investments. High yield bonds are typically rated below...