Legal Precedents

Note: This Precedent does not address CPR 36 rules that apply only to fixed costs matters. For guidance on Part 36 offers in fixed costs cases, see Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private & confidential [ insert name and address of addressee ] [ insert date ] Dear [ insert name of client: defendant ] [ insert case heading ] Further to our discussion on [ insert when you had the discussion ], I have now received a Part 36 proposal from [ insert name of claimant ], and enclose a copy for your review. To assist you in deciding whether to accept, I outline below what a Part 36 offer involves, what the claimant is putting forward, and the potential outcomes of agreeing to or declining this offer. [ Once you have...

Please note, this Precedent does not address in any way CPR 36 provisions that apply uniquely to fixed costs matters. For further guidance on Part 36 offers in fixed costs claims, see Practice Notes: Part 36 offers—fixed costs (position before 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private & confidential [ insert name and address of addressee ] [ insert date ] Dear [ insert name of client—claimant ] [ insert case heading ] Further to our discussion, I have received a settlement ‘ Part 36 offer’ from [ insert name of defendant ], and I enclose a copy for your records. This letter is intended to assist you in carefully deciding whether to accept it, so I have set out what a Part 36 offer means, what the defendant is proposing, and what may follow if you agree to, or...

Note: This Precedent does not address in any way CPR 36 rules that apply solely to fixed costs cases. For guidance on Part 36 offers in fixed costs cases, refer to Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private and confidential [ Insert name and address of addressee ] [ insert date ] Dear [ insert name of client—claimant ] [ Insert case heading ] Further to our discussion, I have now received a ‘ Part 36 offer’ from [ insert name of defendant ], and I enclose herewith a copy. This letter is intended to assist you in deciding whether to accept the proposal; accordingly, I have set out below what a Part 36 offer is, what the defendant has proposed to you, and the...

Note: This precedent excludes CPR 36 rules that apply solely to fixed costs matters. For guidance on Part 36 offers in fixed costs claims, refer to Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private & confidential[ insert name and address of addressee ][ insert date ] Dear [ insert name of client: defendant ] [ insert case heading ] As discussed [ insert when you had the discussion ], I have now received a Part 36 proposal to settle from [ insert name of claimant ], and enclose a copy. To assist you in deciding whether to accept it, I set out below what a Part 36 offer means, what the claimant has put forward, and the consequences of accepting or declining. [ After reading this letter, please get in touch...

Note This precedent is a defendant Part 36 offer letter and does not encompass CPR 36 provisions directed at fixed costs cases. For details on Part 36 offers in fixed costs matters, see Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). [ insert name and address of claimant or claimant’s legal representative ] [ insert date ] Without prejudice—save as to costs Dear [ insert organisation name ] [ Pre-action ] Part 36 offer [ Claimant v Defendant— Case number ] We refer to the above [ potential ] matter and confirm we act for [ insert name of your client ]. Our client considers your client’s case to be without merit, but because [ insert explanation as appropriate ] we are instructed to advance an offer under Part 36 of the CPR (the ‘...

Note: This template is a claimant Part 36 offer letter; it does not deal with CPR 36 provisions that apply specifically to fixed costs matters. For guidance on Part 36 offers in fixed costs cases, see Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). [ insert name and address of the defendant or their legal representative ] [ insert date ] Without prejudice—save as to costs Dear [ insert organisation name ] [ Pre-action ] Part 36 offer [ Claimant v Defendant— Case number ] We write in relation to the above [ potential ] matter, in which we represent [ insert name of your client ]. [ Our client remains confident that it is entitled to [ insert brief nature/details of dispute ], but as [ insert...

Note: this template claimant Part 36 offer letter does not address CPR 36 rules that apply specifically to fixed costs matters and scenarios. For further details and guidance on Part 36 offers in relevant fixed costs cases, please see the Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private & confidential [ insert name and address of addressee ] [ insert date ] Dear [ insert name of client—claimant ] [ insert case heading ] As discussed, I have received a settlement ‘ Part 36 offer’ from [ insert name of defendant ], and enclose a copy for your review. This letter is intended to aid your decision on acceptance; I therefore outline, clearly and concisely, what a Part 36 offer means, what the defendant has proposed, and the...

Information memorandum verification notes—private M& A VERIFICATION NOTES Verification notes (the Notes) relating to the information memorandum (the Information Memorandum) prepared by [ insert name of the seller ] (the Seller), with input from [ insert name of financial adviser ] (the Financial Adviser), in respect of a potential divestment by the Seller of [ insert description of the company or business and assets to be sold, eg ‘the entire issued share capital of XYZ Ltd’ or ‘the business of XYZ Ltd’ ] (the Proposed Transaction). These Notes have been compiled by [ insert details of seller's solicitors ] to assist the Seller’s directors ( Directors), together with other individuals engaged with the Information Memorandum and the Proposed Transaction, in discharging their legal responsibilities and to support accurate, consistent disclosure throughout the document and process......

Confidentiality agreement—private M& A—share purchase—auction sale This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert selling corporate entity ] incorporated in England and Wales under number [ insert company number ], with its registered office at [ insert address ] (the Seller) [ and ] [ Insert name of purchasing corporate entity ] incorporated in England and Wales under number [ insert company number ], with its registered office at [ insert address ] (the Bidder) [ and ] [ [ Insert target company name ] incorporated in England and Wales under number [ insert company number ], with its registered office at [ insert address ] (the Company), ] Each of the Seller [ , OR and ] the Bidder [ and the Company ] is a Party, and together the Seller [ , OR and ] the...

This Licence is entered into on [ insert date ] Parties [ insert name of party ] [ of [ insert address ] OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ] and its registered office at ] [ insert address ] (the Licensor); [ insert name of party ] [ of [ insert address ] OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ] and its registered office at ] [ insert address ] (the Licensee), for clarity, each of the Licensor and the Licensee is a party and, together, the Licensor and the Licensee constitute the parties). BACKGROUND: The Licensor is the registered proprietor of certain trade marks namely [ insert brief details of the trade marks ]. The Licensee intends to use the...

1 Introduction 1.1 This policy explains the approach that [ enter name of organisation ] (the Company) will adopt regarding the entitlements of employees, and certain agency workers, to: 1.1.1 paid time away from work to attend adoption appointments; or 1.1.2 unpaid time away from work to attend those appointments 1.2 It further describes the steps you should follow if you wish to take either paid or unpaid time off to go to an adoption appointment. 1.3 This policy applies only to employees and, in specified circumstances, to agency workers. It does not apply to consultants [ , contractors ] [ , volunteers ] [ , interns ] or casual workers. 1.4 [ This policy has been [ agreed OR...

Heads of terms—private M& A—share purchase—cross-border Strictly private and confidential To: [ Insert seller name ] [ Insert potential seller address ] (the Seller) FAO: [ insert name of relevant contact at the seller ] Date: [ insert date ] Subject to contract Dear [ insert name of relevant contact at the potential seller ], Proposed acquisition of the entire issued share capital of [ insert target company name ] (the Company) from [ insert potential seller name ] (the Seller) 1 Introduction Following our recent conversations, this letter outlines the key terms and conditions on which we, [ insert buyer name ] or another company within our group (the Buyer), intend to purchase all issued shares in the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and, collectively, they are the parties. The...

Confidentiality agreement—private M& A—share purchase—individual sellers—long form This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The individuals listed in Schedule 1, with their respective names and addresses (together, the Sellers); and [ Insert name of purchasing corporate entity ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Buyer); [ Insert target company name ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Company), Each of the Sellers [ , OR and ] the Buyer [ and the Company ] constitutes a Party and, together, the Sellers [ , OR and ] the Buyer [ and the Company ] are the...

HM Land Registry Prescribed Clauses LR1. Date of this lease [ date ] LR2. Title number(s) LR2.1 Title number(s) for the Landlord [ title numbers from which this underlease is derived (but omit if the Landlord’s title is not registered) ] LR2.2 Additional title number(s) [ current title number(s) against which entries of matters mentioned in LR9, LR10, LR11 and LR13 are to be recorded ] LR3. Parties to the lease Landlord [ [ OPTION 1— Landlord’s name (not an overseas entity) ] [ of, or incorporated in, England and Wales (company registration number [ number ]) with its registered office at ] [ address ] OR [ OPTION 2—...

[ TO BE PRINTED ON COMPANY HEADED NOTEPAPER] [ date ] To [ insert name of option holder ] Right to acquire [ insert class of shares ] shares in the capital of [ name of company ] [ insert name of company ] (the Company) hereby offers you a share option (the Option) conferring the right to acquire [ insert number ] [ insert class and nominal value of shares ] in the capital of the Company (the Shares) at an exercise price of £[ insert exercise price per share ] per Share (the Exercise Price). The Option can be exercised from the date of this letter and shall expire, to the extent it is not exercised, on [ insert details, dates or events on which the option will lapse — this should be within two to three months ]......

This Agreement bears the date [ insert date ] Parties 1 [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] ( Assignor ); 2 [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] ( Assignee ). Each of the Assignor and the Assignee is a party; together, the Assignor and the Assignee constitute the parties. Background The Assignor is the [ author AND/ OR exclusive ] owner of specified rights in the [ insert description, eg literary ] works. The Assignee is [ insert description of the Assignee’s...

Claim No. [ enter claim number ]...

Practical considerations arising from the UK leaving the EU are set out in the general drafting notes to this Precedent. Filed and submitted on behalf of the applicant Witness statement in respect of [ enter initial and surname of witness ] Statement number: [ enter the number of this witness’s statement ] Exhibit details: [ enter initials and the number for each exhibit cited ] Date on which the statement was made: [ enter date ] Claim No. [ enter claim number ] [ IN THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR IN [ enter location ] OR [ specify division ] [ specify specialist court ] [ enter location ] DISTRICT REGISTRY THE COUNTY COURT AT [ enter location ] [ BUSINESS AND PROPERTY COURTS LIST Between: [ enter party ] Claimant/ Respondent and [ enter party ]...

ARCHIVED This Drafting Note is archived and no longer maintained. STOP PRESS: Form N244 was revised on 30 June 2022 and we are updating our templates to reflect this. The official version of the new form is available here. There are only limited scenarios in which a claimant does not need permission to serve the claim form outside England and Wales. To check whether permission was required, see Practice Note: Cross-border service—is permission required to serve a defendant who is outside England and Wales? Related Precedents Witness statement supporting an application for an order stating that service of the Claim Form without the Court’s permission was ineffective Draft order stating that service of the claim form without the court’s permission was ineffective General points The application should be made using Application notice: Form N244. In the Commercial Court, the relevant court form is...

Execution clause-limited partnership ( Ireland)- Deed (drafting notes) These sample execution clauses are designed for use by a limited partnership when entering into a deed (rather than a simple contract). Four alternative execution forms are provided for a deed executed by the following parties: an individual general partner signing in the presence of a witness a person signing at an individual general partner’s direction, in the presence of a witness who attests the signature an individual general partner who acknowledges their signature in the presence of a witness who attests the signature a corporate general partner executing the deed Limited partnership The Limited Partnership Act 1907 ( Ireland) ( LPA 1907 ( IRL)) permits the establishment and creation of a partnership where some partners’ liability for the firm’s debts is limited, capped at the amount of their...