Legal Precedents

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RISK & COMPLIANCE

Legal professional privilege (LPP) is a core legal protection that permits [ insert organisation’s name ] to resist producing evidence to a third party or the court. It enables the organisation to seek expert legal guidance, setting out all pertinent facts to our legal advisers without concern that they will later be revealed and used against us. This short guide sets out what legal professional privilege (LPP) is and how we can best preserve it. 1 What is legal professional privilege? LPP is an umbrella term covering: legal advice privilege (LAP) litigation privilege LPP safeguards the confidentiality of written and verbal communications between lawyers and clients. It is a fundamental entitlement, allowing a party to withhold material from disclosure to any third party or a court. Legal advice privilege Legal advice privilege applies to all confidential communications between a client and their lawyer made for the

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RISK & COMPLIANCE

Please click to access the Precedent. Please note this register has been created in Excel, and therefore it cannot be downloaded into Word. For detailed guidance on completing a legal risk register, see Practice Note: How to create a legal risk register. However, a concise summary is set out briefly below. What is a legal risk register? A legal risk register is a means of gathering and overseeing all legal risk information in a single location. To produce an effective and reliable register, you must first determine the legal risks your organisation encounters. Understanding your organisation’s risk appetite is also highly advantageous. The register then lets you classify each risk appropriately, assign a score to it, and choose mitigation measures and actions. Separate Precedents exist for a general risk register and for a privacy risk register-see Precedents: Risk register and Privacy risk

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BANKING & FINANCE

[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have served as English law counsel to [ insert name of lender ] (the Lender) in relation to the provision of finance to [ insert name of borrower, company number and registered office ] (the Borrower) comprising a [ term loan and revolving credit facility ] [ describe facilities ] of £[ insert amount ] (the Transaction), and to the negotiation, drafting, execution and completion of the documents specified in Schedule 1 (Documents examined), Paragraph 1 (Opinion Document) (the Opinion Document). We deliver this opinion letter to you, the Lender, pursuant to [ Schedule 2 ] (Conditions Precedent) of the facility agreement between the Lender and the Borrower dated [ insert date ]

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BANKING & FINANCE

[ Headed notepaper of law firm issuing the opinion ] [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] Facility Agreement dated [ insert date ] made between [ insert name of lender ] (the Lender) and [ insert name of borrower ] (the Borrower) (the Facility Agreement) We refer to clause [ insert number of clause which requires delivery of legal opinion ] of the Facility Agreement, which requires the delivery of a legal opinion. This opinion is provided in satisfaction of that requirement. Unless expressly defined in this opinion, terms defined in the Facility Agreement carry the same meanings when used herein. This opinion is governed by English law and is subject to the exclusive jurisdiction of the courts of England. 1 Background 1.1 This opinion concerns the English law aspects of a transaction (the

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PRECEDENTS

Insert a new clause 14 into Precedent: Limited partnership agreement, or a new clause 16 into Precedent: Limited partnership agreement—private fund limited partnership, with the following: [ 14 OR 16 ] Most favoured nation [ 14.1 OR 16.1 ] The Partners acknowledge and agree that the Limited Partnership and/or the General Partner may enter into the side letters or side arrangements with some or all of the Limited Partners, which confer rights or vary or augment the terms of this Agreement and the deeds of adherence entered into by the relevant Limited Partner (the Side Letters and each a Side Letter) and which,......

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PRECEDENTS

This TRUST is made on [ date ] Parties [ settlor ] of [ address ] (the Settlor) [ original trustees ] of [ addresses ] (the Original Trustees) Background The Settlor intends to establish this Trust and has delivered to the Original Trustees the assets identified in Schedule 1, to be held upon the trusts set out below. The Principal Beneficiary is a disabled person, that term having the meaning given in the Finance Act 2005, Schedule 1A......

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PRECEDENTS

This trust is executed on [ date ]. Parties [ settlor ] of [ address ] (the Settlor) [ original trustees ] of [ addresses ] (the Original Trustees) Background The Settlor wishes to create this trust for the benefit of [ name ] (the Disabled Beneficiary) and has delivered to the Original Trustees the assets listed in Schedule 1 to be held subject to the trusts that follow. The Disabled Beneficiary is a disabled person as defined by that term in the Finance Act 2005, Schedule 1A......

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PRECEDENTS

1 DPO details Name of organisation [ Insert name of organisation ] Name of DPO [ Insert name ] Reports to [ Insert name and/or position ] Full time/part time [ Insert ] Details of any other roles held within the organisation [ Insert details of any other roles held ] Date appointed [ Insert date ] 2 Role summary To serve as the data protection officer ( DPO) for [ insert name of organisation ] under the UK General Data Protection Regulation ( UK GDPR) and to: 2.1 enable [ insert name of organisation ]’s compliance with the UK GDPR and other applicable data protection legislation by ensuring effective systems and controls are in place to enable [ insert name of organisation ], including its managers and employees, to comply with their legal obligations 2.2 act as intermediary between relevant stakeholders, including the Information Commissioner’s Office ( ICO), data subjects and...

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PRECEDENTS

This TRUST is dated [ date ] and hereby made as follows Parties [ name ] of [ address ], acting by [ name ] of [ address ] (the Litigation Friend); and [ name ] of [ address ] together with [ name ] of [ address ] (the Original Trustees) Background This Trust shall be known and described as [ insert name ] (the Trust). This Trust is constituted to receive and hold the compensation payable in respect of a personal injury sustained by [ insert name ] (the Beneficiary), who is under 18 years of age. Legal proceedings [ under Claim Number [ insert number ] ] were commenced following that personal injury, and the payment of compensation was ordered on [ date to be completed once order is made ]. The Court of...

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PRECEDENTS

Introduction This due diligence questionnaire on medicinal products regulation concerns the intended purchase by [ insert buyer name ] (the Buyer) of the [ entire share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company) OR [ insert description of the business to be acquired ] (the Business) as a going concern, together with specified assets used in the Business ] from [ insert seller name ] (the Seller) (the Proposed Acquisition). Its purpose is to equip the Buyer, the Buyer’s solicitors and other professional advisers with the legal information on UK and EU medicinal products regulatory compliance of the [ Company OR Business ], to support the Buyer’s valuation of the [ Company OR Business ] and to facilitate negotiation of the Proposed...

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PRECEDENTS

On [ date ], [ trustees ] of [ addresses ] (the Trustees) execute this Deed of Appointment. Background ( A) This instrument is supplementary to a trust dated [ date ] and entered into between [ parties ] (the Trust). ( B) The Trustees are the current trustees of the Trust......

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PRECEDENTS

Made on [ date ], this trust is established as follows. Parties [ settlor ] of [ address ] (the Settlor) [ original trustees ] of [ addresses ] (the Original Trustees) Background The Settlor intends to create this Trust for the benefit of [ name ] (the Principal Beneficiary) and has conveyed to the Original Trustees the assets listed in Schedule 1 to be administered on the trusts set out below......

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PRECEDENTS

This trust is executed on [ date ] Parties [ settlor ] of [ address ] (the Settlor); and [ original trustees ] of [ addresses ] (the Original Trustees) Background The Settlor holds absolute title to the life insurance policy (the Policy), the details of which are set out in Schedule 1. The Settlor intends to transfer the Policy to the Original Trustees, to be held by them upon the following trusts......

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PRECEDENTS

To [ insurance company ] We, [ solicitors ] of [ address ], acting as solicitors for [ assignor ], hereby notify you that, by a deed of assignment and declaration of trust dated [ date ] (the Life Insurance Trust) made between (1) [ assignor ] (the Assignor) and (2) [ trustees ] (the Trustees), the Assignor has transferred to the Trustees the benefit of the insurance policy detailed in the Schedule below, to be held by the Trustees in accordance with the trusts set out in the Life Insurance Trust. [ signature of solicitors ] Dated [ date ] The Schedule Issuing Society Policy Number Sum Assured Annual Premium ......

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PRECEDENTS

Definitions This Deed, between Lender and Borrower, defines key expressions used. Costs: all expenses on a full indemnity basis, including legal and professional fees. Event of Default: events in clauses 4.1.1–4.1.9. Financial Indebtedness: borrowing, bonds, finance leases, receivables financing, counter‑indemnities, and related guarantees. Insurance Policy: any current or future insurance benefiting the Borrower regarding the Real Property. Interest Rate: the stated annual rate or a closely comparable replacement if required. Legislation: UK laws and subordinate instruments, as amended, including approved codes of practice. Real Property: the assets in Schedule 1 together with buildings, fixtures and fixed plant. Receiver: any receiver (including a receiver and/or manager) appointed under this Deed or by law. Secured Obligations: all present and future liabilities to the Lender, including Costs and interest. Security Interest: any mortgage, charge, pledge, lien or similar arrangement conferring security. Security Period, VAT, Working Day: from today until full discharge; value added tax; any day except...

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PRECEDENTS

The Trustees shall hold the Trust Fund and income on trust for the Beneficiary, conditional upon their attaining the age of [ specify age ] years, whereupon it vests absolutely......

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PRECEDENTS

TRUSTEE Power of Attorney This TRUSTEE Power of Attorney is executed on [ date ] by [ trustee ] of [ address ] (the Donor )...

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PRECEDENTS

To: [ co-trustee(s) ] of the [ trust name ] (the Trust ), dated [ date ] and formally entered into by [ insert name ] (1) with [ insert name ] and [ insert name ] (2). Kindly note that, under a power of attorney dated [ date ], I hereby delegated to [ attorney ] of [ address ] my trusteeship of the Trust for one year from [ date ], for the following reason [ state reason for giving power eg for the efficacious execution of the Trust ]. [ signature of the trustee ] Dated: [ date ]......

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PRECEDENTS

The Architect shall: General responsibilities ( Stages 0–7) Serve as Lead Consultant for the Project, including: Advising on the scopes of service for other Design Team members Advising on the need for further specialist consultants to complete the Project (and their scopes of service) Directing the other consultants forming the Design Team Co‑ordinating and integrating the Project’s design as a whole Arranging and chairing regular design meetings to progress the Project and ensuring minutes are produced and circulated afterwards Facilitating communication between the Client and the Design Team Either perform the Principal Designer role under the...

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PRECEDENTS

This Deed is entered into and made on [ date ] Parties 1 [ insert name ] of [ insert address ] (being the Appointor) 2 [ insert name ] of [ insert address ] and [ insert name ] of [ insert address ] (being the Continuing Trustees) 3 [ insert name ] of [ insert address ] (the New Trustee) SUPPLEMENTAL to: (i) a trust (the Trust) dated [ insert date ] and constituted between [ insert name ] (1) and......

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PRECEDENTS

This Deed is entered into on [ date ] Parties [ insert name ] of [ insert address ] (the Appointor) [ insert name ] of [ insert address ] (the Continuing Trustee) [ insert name ] of [ insert address ] and [ insert name ] of [ insert address ] (the Retiring Trustees) [ insert name ] of [ insert address ] and [ insert name ] of [ insert address ] (the New Trustees) Supplemental to (i) a trust (the Trust) dated [ insert date ] and created between [ insert name ] (1) and......

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PRECEDENTS

This Deed is executed on [ date ] Parties [ insert name ] of [ insert address ] and [ insert name ] of [ insert address ] (the Continuing Trustees) [ insert name ] of [ insert address ] (the Retiring Trustee) SUPPLEMENTAL TO (i) a trust (the Trust) dated [ insert date ] and entered into between [ insert name ] (1) and [ insert name ] (2) (ii) the......

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PRECEDENTS

This Deed is executed on [ date ] Parties 1 [ insert name ] of [ insert address ] (the Appointor ) 2 [ insert name ] of [ insert address ] and [ insert name ] of [ insert address ] (the Retiring Trustees ) and 3 [ insert name ] of [ insert address ] and [ insert name ] of [ insert address ] (the New Trustees ) SUPPLEMENTAL TO (i) a trust (the Trust ) dated [ insert date ] and made between [ insert name ] (1) and [ insert name ]......

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PRECEDENTS

This Deed, dated [ date ], is entered into by the parties set out below. Parties [ insert name ] of [ insert address ] (the Continuing Trustee) [ insert name ] of [ insert address ] (the Retiring Trustee) [ insert name ] of [ insert address ] (the New Trustee) SUPPLEMENTAL TO (i) a trust (the Trust) dated [ insert date ] and entered into between [ insert name ] (1) and [ insert name ] and [ insert name ] (2) (ii) the deeds and events described in......

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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

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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...

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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 ...

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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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