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

This Agreement is dated [ insert date ] Parties [ insert licensor name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] ( Licensor); and [ insert licensee name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] ( Licensee) Each of the Licensor and the Licensee is a party; together, the Licensor and the Licensee are the...

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PRECEDENTS

This Agreement is dated [ insert date ] Parties [ insert licensor name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], whose registered number is [ insert company or LLP number ] and whose [ registered office OR principal place of business ] is at [ insert address ] ( Licensor); and [ insert licensee name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], whose registered number is [ insert company or LLP number ] and whose [ registered office OR principal place of business ] is at [ insert address ] (...

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PRECEDENTS

This Agreement is entered into on [ insert date ] (the Commencement Date) between the following: Parties [ insert supplier name ] a company incorporated in England and Wales, with registered number [ insert company number ], and with its registered office at [ insert registered office ] (the Supplier); and [ insert customer name ] a company incorporated in England and Wales, with registered number [ insert company number ], and with its registered office at [ insert registered office ] (the Customer), Each of the Supplier and the Customer is a party and, together, the Supplier and the Customer are the parties. Background ( A) The Supplier’s background and the background to the relevant transaction are [ insert the Supplier’s background details and the background to the relevant transaction ]. ( B) The Customer’s background is [ insert the Customer’s background details ]. ( C) The...

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PRECEDENTS

This Agreement is entered into on [ insert date ] (the Commencement Date) between the following: Parties [ insert supplier name ], a company incorporated in England and Wales with registered number [ insert company number ] and whose registered office is at [ insert registered office ] (the Supplier); and [ insert customer name ], a company incorporated in England and Wales with registered number [ insert company number ] and whose registered office is at [ insert registered office ] (the Customer), each of the Supplier and the Customer being a party, and together the Supplier and the Customer being the parties. Background ( A) The Supplier is [ an experienced developer of mobile applications and ] [ insert the Supplier’s background details and the background to the relevant transaction ]. ( B) The Customer is [ insert the Customer’s background details ]. ( C) The...

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PRECEDENTS

Case No. [ insert claim number ] IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND & WALES INTELLECTUAL PROPERTY LIST ( Ch D) [ INTELLECTUAL PROPERTY ENTERPRISE COURT ] Before: Date: BETWEEN: [ insert full name of claimant ] Claimant and [ insert full name of defendant ] Defendant ORDER UPON the hearing of claim [ insert claim number ] before [ Mr OR Mrs OR Miss OR [ insert other ] ] Justice [ insert name ] on [ insert trial date ]; AND UPON judgment in the claim being handed down on [ insert date ]; AND UPON the Court determining that the Claimant succeeds on its complaint of copyright infringement; AND UPON HEARING [ insert name ], counsel for the Claimant, and [ insert name ], counsel for the Defendant; IT IS ORDERED...

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PRECEDENTS

The purpose of the claim form A claim form is a species of statement of case and the document that begins court proceedings. It sets out information relevant to the case, including but not limited to: the court reference number to be used on all later court papers; the parties involved in the proceedings; what is being claimed or sought; the particulars of claim (including any claim for interest); and contact information for the claimant, usually the claimant’s solicitor. The procedural rules on where and how to issue proceedings are found in CPR Part 7. General guidance on the contents of a claim form can be found in the Practice Note: Claim form—the contents. This Precedent supplies a downloadable Word version containing suggested wording for use in relation to a claim for copyright infringement. Please left‑click the link to start the download; attempting to open it in a new tab will...

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PRECEDENTS

Case No. [ insert claim number ] In the High Court of Justice Business and Property Courts of England & Wales Intellectual Property List ( Ch D)[ INTELLECTUAL PROPERTY ENTERPRISE COURT ] Between:[ insert full name of claimant ] Claimantand[ insert full name of defendant ] Defendant DEFENCE Unless stated otherwise, the paragraph numbering used below corresponds to the paragraphs in the Particulars of Claim. Except where expressly pleaded herein, the Defendant contests the Claimant’s assertions and contentions in the Particulars of Claim, and each such allegation is denied. Where any matter is not admitted, this is due to the Defendant having no knowledge of that matter, which the Claimant is put to prove......

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PRECEDENTS

Case No. [ insert claim number ] IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND & WALES INTELLECTUAL PROPERTY LIST ( Ch D) [ INTELLECTUAL PROPERTY ENTERPRISE COURT ] BETWEEN: [ insert full name of claimant ] Claimant and [ insert full name of defendant ] Defendant REPLY REPLY REPLY 1 In this Reply herein, unless indicated otherwise, mention of paragraph numbers refers to those in the [ Particulars of Claim OR Defence ]......

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PRECEDENTS

This note provides general guidance about the divorce procedure for cases started before 6 April 2022. It is not a substitute for tailored support; your family lawyer will be able to give specific advice that reflects your individual circumstances. How do I apply for a divorce? To begin a divorce application, you must have been married for a minimum of one year; you cannot start earlier even if both of you agree. Where in the world the ceremony took place does not matter; however, you may only apply in England and Wales if you or your spouse satisfy certain residency conditions or are domiciled here. If you are unsure, speak with your family lawyer. The process is largely administrative in nature, meaning that in the vast majority of cases neither party needs to attend before a judge. Divorces are almost always...

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PRECEDENTS

Date [ date ] Parties [ name of First Party ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose service address in England and Wales is [ address ] ] ( First Party) [ name of Second Party ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose service address in England and Wales is [ address ] ] ( Second Party) 1 Definitions In this Agreement, the terms below have the following meanings: Actual Completion Date • the day on which the Transfer is in fact completed; Completion Date • [ date ]; [ Equality Money • £[ amount in figures ] ([ amount in words ]...

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PRECEDENTS

[ Recommended cash offer OR Offer ] ( Offer) for [ Insert name of offeree ] ( Offeree) by [ insert name of offeror ] ( Offeror) ACCESS TO THIS PART OF THE WEBSITE MAY BE LIMITED BY SECURITIES LEGISLATION OR RULES IN SOME JURISDICTIONS. THIS NOTICE ASKS YOU TO VERIFY SPECIFIC POINTS ( INCLUDING CONFIRMING THAT YOU ARE NOT A RESIDENT OF SUCH A JURISDICTION), BEFORE YOU CAN GAIN ACCESS TO INFORMATION ON THIS SECTION OF THE WEBSITE. THESE MATERIALS ARE NEITHER INTENDED FOR, NOR SHOULD THEY BE ACCESSED BY, PERSONS WHO ARE RESIDENT IN ANY JURISDICTION WHERE SUCH ACCESS WOULD BREACH APPLICABLE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION, OR WOULD TRIGGER ANY OBLIGATION TO SEEK CONSENT OR FULFIL ANY OTHER FORMALITY OR REQUIREMENT THAT [ OFFEREE OR OFFEROR ] REASONABLY CONSIDERS UNDULY BURDENSOME. This website includes announcements, documents, and other...

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PRECEDENTS

date [ date ] Parties [ name of Lender ] [ of OR incorporated in England and Wales with company registration number [ number ], whose registered office is located at ] [ address ] ( Lender); [ name of Borrower ] [ of OR incorporated in England and Wales with company registration number [ number ], whose registered office is located at ] [ address ] ( Borrower). ......

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PRECEDENTS

[ Name of creditor’s law firm ] [ Address line 1 ] [ Address line 2 ] [ Postcode ] [ Date ] [ Ref: [ insert reference ] ] Dear [ insert name ] [ Creditor’s name ] AND [ Debtor’s name ] Letter of claim We write to acknowledge your letter of claim dated [ insert date ]......

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PRECEDENTS

[ On the headed notepaper of the creditor’s solicitors ] Our ref: [ insert ] FAO [ Insert name ] [ Name of debtor’s solicitors ] [ Address line 1 ] [ Address line 2 ] [ Postcode ] [ Date ] Dear [ insert name ] [ Insert creditor’s name ] AND [ insert debtor’s name ] Letter of claim We refer to our letters of [ insert date(s) ] regarding the above issue concerning [ insert brief details ]. Notwithstanding the requests within that correspondence, our client remains unpaid for the outstanding payment [ s ] identified below. Accordingly, this constitutes our client’s letter of claim, issued pursuant to the Pre- Action Protocol for Debt Claims (the Protocol). We set out below details of our client’s claim and enclose copies of the principal documents. We also enclose a copy of the Protocol for your reference, together with the required...

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PRECEDENTS

The Schedule Tax Covenant 1 Definitions and interpretation 1.1 Despite clause 1.3 of this Agreement, if any inconsistency arises between the provisions of this Schedule and those of the remainder of this Agreement, then the provisions of this Schedule shall prevail in relation to all matters relating to Tax......

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PRECEDENTS

1 Decide who should conduct and support the investigation General counsel should determine the most suitable way to run the investigation, though they may form a dedicated committee including appropriate board or audit committee members. Identify a ‘client contact’ as the primary liaison within the company. This person must be senior enough to issue instructions and make decisions for the business, and must have no involvement in the alleged conduct. Consider whether to appoint: external legal advisers to reinforce the (perceived) independence and integrity of the investigation and to provide a stronger basis for legal professional privilege ( LPP); an external data vendor to collect and process relevant material and assist with forensic tasks, such as recovering deleted data where required; media relations experts to help deliver effective public messaging and to monitor the impact of any adverse...

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PRECEDENTS

1 Introduction Adhering to laws that prevent financial crime is vital for [ insert organisation name ] [ and all its businesses ]. We issue this note to every agent and intermediary to build awareness, safeguard our good name, and mitigate any liability that could arise if financial crime is perpetrated by any of our business partners. This briefing promotes awareness and helps safeguard our reputation overall too effectively. If you are a partner, agent, consultant, or other third party delivering services for, or representing, [ insert organisation name ], you may fall within the definition of an ‘associated person’ under applicable legislation, meaning we can be liable for actions you take for us. It is therefore essential that you: understand and adhere to the same laws and policies that govern us and our employees; spot when financial crime risks emerge and respond...

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PRECEDENTS

1 General information Review period [ Insert review period ]; Review date [ Insert date ]; Reviewer(s) [ Insert name(s) ] 2 Data Criteria For the last [ insert period, eg quarter ] and last 12 months, capture totals for: SARs received; ML/ TF/ PF‑related SARs; SARs to the National Crime Agency ( NCA); DSARs needing consent/defence (granted, refused, pending); SARs not sent to the NCA; super SARs; CDD company discrepancy reports; and PEPs added to the central list 3 Review and findings Confirm a refreshed organisation‑wide ML/ TF/ PF risk assessment in the last year; AML/ CTF/counter‑proliferation policies, controls and procedures reviewed, updated and communicated (incl. branches/subsidiaries); SAR and Super SAR registers current; dates of staff training and record reviews [ Insert date ]. Note any SARs/super SARs needing further review; status of the high‑risk client/matter list (incl. PEPs) and quarterly reviews; CDD...

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PRECEDENTS

1 General information Report date: [ Insert date ] Previous report date: [ Insert date ] Name of the individual submitting the report: [ Insert name ] 2 Action points arising from last nominated officer report Action item: [ Action point ] — Responsible party: [ Identify person responsible for this action point (may or may not be the nominated officer) ] — Status: [ Status ] Action item: [ Action point ] — Responsible party: [ Identify person responsible for this action point (may or may not be the nominated officer) ] — Status: [ Status ] Action item: [ Action point ] — Responsible party: [ Identify person responsible for this action point (may or may not be the nominated officer) ] — Status: [ Status ] 3 Executive summary This report addresses the following areas: 3.1...

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PRECEDENTS

1 Appointment and powers We, [ insert company name ], a company registered in [ England and Wales OR [ insert other country of incorporation ] ] with company number [ insert registered number ] and having its registered office at [ insert registered address ] (the Company), hereby appoint on [ insert date ] [ jointly AND/ OR [ and ] severally ] [ insert name of attorney ] of [ insert address of attorney ] [ and [ insert name of attorney ] of [ insert address of attorney ] [ (or failing either of them [ insert name of attorney ] of [ insert address of attorney ]) each ] ] as the Company’s true and lawful attorney ( [ each ] an Attorney ) with full power, authority and legal entitlement, in the name of and on behalf of the...

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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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