Legal Practice Notes

Drag along and tag along rights Drag along and tag along rights are staple clauses in private equity ( PE)/venture capital ( VC) and corporate joint venture ( JV) agreements and transaction papers for such deals within corporate JVs. Where a PE/ VC fund investor, or a shareholder in a corporate JV holding a specified majority of the shares, undertakes a sale of a controlling interest, a drag along right (also called a come along right) permits the selling majority to complete an exit by requiring the remaining minority shareholders to sell their shares as well to a bona fide third-party purchaser on broadly equivalent terms. Conversely, when a majority shareholder chooses to sell, a tag along right (sometimes termed a piggy back right) allows the minority to exit the PE/ VC fund or the JV by compelling the selling majority to procure that the...

Witness statements of fact under CPR 32 This Practice Note sets out broad guidance on preparing factual witness statements in civil proceedings under CPR 32. It explains what the statement should contain, how the courts approach such evidence, the importance of using the witness’s own words, keeping accounts consistent across different witnesses, and the method for referencing documents exhibited to statements. It also considers the presence of expert opinion within factual statements and whether such material is admissible. The Note assists with interpreting and applying the relevant CPR provisions. For information tailored to a particular court, see Court specific guidance below. It should be read alongside the following Practice Notes: Planning, interviewing and assisting witnesses Drafting witness statements—formalities and dealing with problematic witnesses—which covers formatting, prescribed wording, and the statement of truth Exhibits to witness statements and...

Price review clauses are a familiar element of long-term energy agreements (and often appear in other enduring commercial arrangements). Their aim is to keep pricing aligned with market movement over time, for instance where regulatory frameworks shift, laws or taxes change, or other significant market conditions evolve. What is a price review clause? Price review provisions typically permit the adjustment of the price or cost for goods and/or services delivered under a long-term deal. They operate as a tool to minimise the risk of a bargain turning unprofitable if, say, the seller’s input costs rise sharply. Usually there is a defined “trigger event” — such as an increase in the underlying cost of raw materials — on the occurrence of which a party (most commonly the supplier) may start a review of price. Such clauses can be enforceable where they are specific and tightly drafted; loose...

Dispute resolution clauses—what and why Drawing on Practice Note: Dispute resolution clauses—what and why, including a dispute resolution clause in an agreement is widely regarded as beneficial. When well drafted, it can reduce future ambiguity and offer a clear, non-contentious pathway for parties to attempt settlement without immediately resorting to litigation. Many contracts feature such provisions. In some cases they are straightforward, calling simply for litigation or arbitration (and at times also addressing jurisdiction and applicable law). Alternatively, a dispute resolution clause can prescribe other forms of alternative dispute resolution ( ADR) to be used if a disagreement arises; the intention being that ADR steps occur before litigation (or arbitration) begins. These are sometimes labelled ‘ ADR clauses’ or ‘ Dispute resolution clauses’. For guidance on example wording, see Practice Note: Types of dispute resolution...

This practice note sets out approaches to drafting a joint venture agreement so the arrangement is not treated as a partnership. To avert any inference of partnership, the agreement should stress the ongoing separation and independence of the participants’ businesses (best ensured by each maintaining distinct operational control), alongside the separate accrual and taxation of their profits. Separate and independent businesses The joint venture agreement should be framed to ensure there is: no amalgamation no shared legal or beneficial ownership of any assets used in the joint venture no joint conduct of the joint venture business or businesses The most effective way to dispel any suggestion that the participants are jointly carrying on a joint venture business is for the agreement to confirm that each participant independently controls the operations of its own business. In a typical contractual joint venture, each participant must provide its own...

This Practice Note examines the landlord’s duty to repair at common law, how that duty is typically adapted in repairing clauses within full repairing and insuring ( FRI) commercial leases in Scotland, points to address when drafting and construing such clauses, and the role of a schedule of condition when agreeing the tenant’s repairing obligations under the lease. The Practice Note does not deal with residential or agricultural leases. For agricultural leases, see Practice Notes: Buildings and other fixed equipment in agricultural tenancies in Scotland, Improvements and fixtures—agricultural tenants— Scotland, and Buildings and other fixed equipment in agricultural tenancies in Scotland. For disputes that may arise concerning repairs or dilapidations, see Practice Note: Repair and dilapidation disputes—commercial leases in Scotland. Repair under the common law At common law, a landlord, when compared to a tenant, bears relatively onerous...

The Mauritian legal order is a mixed jurisdiction that fuses French civil law with British common law, exhibiting a dual structure: procedural rules in criminal and civil proceedings are largely English, whereas substantive law stems from the French Napoleonic Code. Mauritius has moulded elements of both traditions to suit local requirements, forming a distinctive body of Mauritian law. This is evident in the separate frameworks that apply to domestic arbitration and to international arbitration... Domestic arbitration is regulated by the Civil Procedure Code 1808 ( Code de Procédure Civile) ( CPC), while international arbitration is governed by the International Arbitration Act 2008 ( IAA 2008), itself based on the UNCITRAL Model Law on International Commercial Arbitration (the Model Law). This Practice Note offers an introduction to the treatment of key arbitration concepts under Mauritian law and should be considered alongside the Practice Notes:...

Practice Note This Practice Note provides a concise outline of the principal legal considerations and discussion themes typically faced in practice when financial institutions assess whether to offer receivables purchase or invoice discounting facilities, or instead to advance a loan secured against the value of receivables. There are several reasons why suppliers might opt to sell receivables (on a no recourse or limited recourse basis) rather than borrow......

This Practice Note explains how to bring to an end a partnership created under the Partnership Act 1890 ( PA 1890), addressing both technical dissolution and general dissolution. A partnership governed by the PA 1890 may come to an end by: dissolution, or insolvency What is dissolution? There is no statutory definition of ‘dissolution’ for a partnership, but the term is used to denote the cessation of the partnership relationship. Despite a dissolution: the former partners (or some of them) may continue together in a new partnership that succeeds to the business of the dissolved firm, or a partner’s authority to bind the firm, along with other rights and duties, may persist insofar as required to complete the winding up of the dissolved partnership’s affairs (see Practice Note: Ending a general...

This Tracker summarises a series of decisions where the courts have considered how the CPR provisions on dispensing with service of documents should be interpreted, including whether they extend to defendants outside the jurisdiction. The relevant rules are CPR 6.16 and CPR 6.28. Note that the service rules in Part 6 were extensively revised in 2008; cases before that date are not covered in this tracker. The court will only dispense with serving the claim form in exceptional situations, depending on the particular facts of the case... Order made to dispense with service The judgments below illustrate circumstances in which the court has exercised its power to dispense with service of documents: Judgment citation and news analysis Almeqham v Al- Sanea [2025] EWHC 322 ( Ch) at para [146] Facts One defendant was imprisoned in Saudi Arabia. The claimant attempted to serve court papers, but the...

Environmental permits and insolvency Certain business activities that affect the environment will typically require an environmental permit from the Environment Agency ( EA) or the local authority. The environmental permitting framework has replaced and rationalised the need to secure a range of consents under previous systems, including waste management licensing, discharge consents, and pollution prevention and control permits. For instance, any business handling controlled waste (that is, household, commercial or industrial waste) must hold an environmental permit, formerly known as a waste management licence. The environmental permitting regime took effect on 6 April 2008, and waste management licences in existence before 5 April 2008 automatically converted to environmental permits from that date. Undertaking specified operations without the requisite permit, or running a permitted activity in breach of its conditions, constitutes a criminal offence. Where an insolvency practitioner is appointed over a business that holds an...

This Practice Note offers guidance on satisfying a contractual debt. It sets out how to identify when a sum falls due, what amounts to a discharge, and the implications of part payment (including the rule in Pinnel’s case, payment by instalments, compromise agreements and promissory estoppel). It also covers the involvement of third parties, the appropriation of payments to multiple debts, the defence of tender before claim, and the impact of illegality on paying a debt. For clarity on what a debt claim comprises, see Practice Note: Debt claims. For practical guidance on bringing debt claims, consult: Practice Note: Starting a contractual debt claim—a practical guide Practice Note: Pleading debt claims—worked hypothetical examples Starting a contractual debt claim—checklist Responding to a contractual debt claim—checklist See also Precedents: Letter of...

There are several situations in which a guarantor, backing the obligations of one or more borrowers under a loan facility, may have its liability terminated, revoked, discharged, extinguished or reduced. The simplest outcomes arise where either: the principal fulfils the guaranteed obligation and the guarantee is discharged, or the guarantor performs its own obligations under the guarantee This Practice Note looks at: how a guarantee is brought to an end in these circumstances the benefits of entering into a deed of release in those scenarios, and the effect of insolvency clawback on a discharge achieved through the principal’s performance It should also be recognised that other events may terminate a guarantor’s liability. For example, the guarantee may cease because: the parties agree to release the guarantor—for more information, see Practice Note: Releasing guarantors by agreement between the parties the...

This Practice Note examines the discharge from liability of administrators, liquidators, provisional liquidators and trustees in bankruptcy (trustees) for their actions as office-holders. The underlying aim is to shield them because, once they leave office, they no longer hold the insolvent debtor’s assets from which liabilities properly incurred could be satisfied, so it would be unjust to keep them generally at risk... Administrators When a person stops acting as a company’s administrator, they are discharged from liability for anything done in that capacity. That discharge takes effect as follows: Event: the administrator’s death. Time: on lodgement with the court of the notice of their death. Provision: Paragraph 98(2)(a) of Schedule B1 to the Insolvency Act 1986 ( IA 1986). If the...

There are two classes of family members of EU nationals under Directive 2004/38/ EC (the Citizens' Directive): 'family members'—who enjoy the Citizens’ Directive’s full protections as an entitlement, individuals in 'durable relationships' with an EU national and 'other family members'—for whom Member States must facilitate entry and residence under their domestic rules This Practice Note addresses ‘family members’ as defined in Article 2 of the Citizens’ Directive. For information on durable partners and ‘other family members’, see Practice Note: ' Durable relationships’ and ‘other family members’ of EU nationals—definitions and rights of entry and residence. Note that, throughout, ' EU nationals' also covers nationals of the European Economic Area ( EEA), comprising the EU Member States together with Norway, Iceland and Liechtenstein. Switzerland is party to the Agreement between the EU and the Confederation of Switzerland, with free movement rules that are very similar to those set out in...

This Practice Note considers directions questionnaires for civil claims that are issued on or after 1 October 2023 (except personal injury claims). It explains the timing and process for preparing, lodging and serving the directions questionnaire, as well as the repercussions if one is not filed. Directions questionnaires use Form N180 or N181, selected according to the case management track to which the claim is assigned. The rules governing directions questionnaires differ, contingent on whether the proceedings were issued before or after 1 October 2023. This Practice Note addresses directions questionnaires for civil claims brought on or after 1 October 2023. For guidance on directions questionnaires in civil claims begun before 1 October 2023, see Practice Note: Directions questionnaires—position before 1 October 2023. Do note, however, that for personal injury claims the applicable rules hinge on when the cause of action accrues, and for...

This practical guidance relates to the pre- Procurement Act 2023 regime This Practice Note provides guidance for procurements that began before the Procurement Act 2023 ( PA 2023) commenced on 24 February 2025. Procurements within scope that start on or after that date fall under PA 2023. Under the Act’s transitional and savings provisions, the prior procurement regimes still apply, so far as is needed, enabling contracting authorities to finalise and administer procedures launched before PA 2023 took effect (ie live procurements). Read this Practice Note on that basis. For context, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Additional practical material on PA 2023 appears in the separate subtopic, Procurement Act 2023—overview, which also includes: Practice Note: Direct award— PA 2023. Using the negotiated without a notice procedure The legal bases for applying the negotiated procedure without a notice are set out in...

Process for making confiscation orders in joint enterprise cases There is a three-stage method for calculating a confiscation order under the Proceeds of Crime Act 2002 ( POCA 2002): first, determine whether the defendant has benefited from the relevant criminal conduct second, establish the value, i.e. the quantification, of that benefit third, decide what amount is recoverable from the defendant See Practice Note: Confiscation under the Proceeds of Crime Act 2002. This Practice Note outlines how the court approaches the question of benefit in confiscation proceedings arising from joint enterprise cases. For detailed guidance on assessing benefit more generally, see Practice Notes: Confiscation step 1: Does the defendant have a criminal lifestyle?, Confiscation step 2: Has the defendant benefited from relevant criminal conduct? and Determining the recoverable amount (benefit and available amount) under POCA 2002. The leading authority on joint...

This Practice Note explores the body of law an arbitral tribunal ought to apply when delivering its substantive award, and how to identify that law where the parties have not made an express choice. It proceeds on the basis that the tribunal is seated in England and Wales (with England and English used as convenient shorthand) or in Northern Ireland. Its focus is international arbitrations, meaning, for these purposes, arbitrations in which at least one party is domiciled outside England and Wales, or where performance of the contract is to occur overseas. Practice Note: Applicable laws in international arbitration may interest many practitioners. Further guidance on applicable law in the civil litigation context is also available: Applicable law principles—overview, Applicable law ( UK regime)—overview and Applicable law ( EU...

This Practice Note explores English law—covering both UK legislation and pertinent common law—governing how to identify the domicile of an individual who is a party to proceedings. This assessment bears on whether the court may assume jurisdiction, and on whether leave is needed to serve a defendant beyond England and Wales, where appropriate. It addresses the date on which domicile is judged, together with the evidential standard and who carries the burden when proving domicile. It also sets out the concept of 'domicile' and reviews authorities on the meanings of the key notions of 'residence' and 'substantial connection', including the presumption of a 'substantial connection' arising from three months residency. It also briefly notes the position if a defendant is not domiciled within the jurisdiction. The principal statute is the Civil Jurisdiction and Judgments Act 1982. Note that the Civil...