Legal Precedents

This DEED is entered into on [ insert date ] Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] (the Assignor) [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] (the Assignee) Each of the Assignor and the Assignee is a party and, together, the Assignor and the Assignee are the parties. Background The Assignor is the [ author AND/ OR exclusive ] owner of particular rights in the [ insert description, eg literary ] works. The Assignee is [ insert description of the Assignee’s...

This Partnership Agreement is entered into on [ insert date ] Parties [ insert name of partner ], of [ insert address of partner ] [ insert name of partner ], of [ insert address of partner ] Background The Partners intend to operate [ insert nature of business or profession or trade ] jointly as a partnership, following and being bound by the terms laid out within this agreement......

Auction sale timetable—private M& A Sale of [ insert name of company or business ]: Timetable Seller preparations ( IM – [ insert number ] days): appoint corporate finance and professional advisers; carry out vendor due diligence; identify and contact potential bidders; prepare the information memorandum and marketing presentation; verify disclosures if required; procure signed confidentiality agreements ( Seller/ Seller solicitors/ Seller corporate finance advisers/ Potential bidders/ Potential bidders’ solicitors). First round ( IM and IM + [ insert number ] days): issue the first round process letter with the IM; receive indicative offers outlining price, structure, funding, conditions and regulatory matters ( Seller/ Seller corporate finance advisers/ Potential bidders/ Potential bidders’ solicitors). Second round ( IM + [ insert number ] days): shortlist bidders; circulate second round letter, draft sale and purchase agreement and vendor due...

1 Introduction 1.1 This policy outlines the Company’s rules for claiming back travel, accommodation and other costs you incur while undertaking Company business. It also explains how to submit claims, the supporting evidence required, and the level of approval you must obtain. 1.2 This policy applies solely to employees. It does not cover agency workers, suppliers, consultants, contractors, volunteers, interns or casual workers. 1.3 The Company will repay all reasonable costs incurred in line with this policy. Any expenses claim that is dishonest, or breaches this policy, may result in disciplinary action. 1.4 This policy is not part of any employment contract and the Company may amend it at any time, for example to reflect changes in procedures or expense thresholds. You will be informed in writing of any amendments. 1.5 When reimbursing expenses, the Company will comply with its obligations regarding PAYE deductions for income tax and...

The Company Secretary [ insert date of letter ] [ insert name of company who granted the option ] ( Company ) [ [ insert address of company that granted the option ] ] Form of notice of exercise From: [ insert name of option holder ] 1 Exercise of the Option Further to the option granted to me on [ insert date on which the share option was originally granted ] covering [ insert class and nominal value of shares under option ] shares in the Company ( Shares ) [ under the terms of the [ insert name of plan under which option was granted ] ( Plan ) OR by a deed executed by the Company on that date ( Deed ) ] ( Option ), I hereby notify you that I am exercising the Option for [ insert number of shares being exercised ] Shares at an...

Precedent: Subscription and shareholders’ agreement—single investor Remove the following definitions in clause 1.1: Completion; Completion Date; Conditions; and Subscription Shares. Insert the following replacement definitions in clause 1.1: First Completion — the fulfilment by each of the Parties of their respective obligations set out or referred to in clauses 3.1 and 3.2; First Completion Date — [ the date of this Agreement OR [ insert date ] ] or such other date as the Parties may agree in writing; First Subscription Conditions — the conditions specified in clause 2.2, and First Subscription Condition means any one of those conditions; First Subscription Shares — the Shares to be subscribed for by the Investor under clause 2.1; Milestone Date — [ insert date ]; Milestones — the milestones to be achieved by the Company prior to Second Completion as set out in...

Insert new articles 45 and 46 in Precedent: Articles of association—private limited company or new articles 70 and 71 in Precedent: Articles of association—public company, and renumber the documents as appropriate: 1 Drag Along 1.1 Where one or more members receives a written offer from a bona fide third party ( Third Party) to acquire all of the Company’s equity share capital not already held by that Third Party ( Third Party Offer), and the holders of at least [75]% of the issued shares accept the Third Party Offer ( Accepting Shareholders), the Accepting Shareholders may give the remaining members ( Other Shareholders) a written notice ( Drag Along Notice) requiring the Other Shareholders to sell to the Third Party all of their shares on the terms and conditions set out in the Drag Along Notice. 1.2 The basis on which the...

This Contract is dated [ date ] Parties Between [ name and address of lead agency/agencies ] And [ name of individual and address ] [ name of individual ] accepts the following regarding future behaviour – ARCHIVED: This Precedent has been archived and is not maintained. Personal behaviour I will not intentionally cause damage to any property in or around [ specify area ]. I will refrain from writing graffiti in or around [ specify area ]. I will not hurl any objects, including stones, at residents or passers-by in or around the estate. I will not use foul language towards, threaten, or verbally abuse residents or passers-by on the estate. I will not join groups of [ identify number ] people gathered in stairwells [ specify the area ] or in other communal parts of the...

Add new definition to clause 1.1 of Precedent: Partnership agreement Garden Leave Denotes any interval in which the Management Committee exercises its rights under Clause 19......

Add a new party to the parties clause in Precedent: Share purchase agreement—pro-seller—corporate seller—conditional—long form Insert the following party: [ Insert name of guarantor entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ], bearing registered number [ insert company number ], whose registered office is at [ insert address ] (the Guarantor). Replace the ‘ Party’ definition in the parties clause in Precedent: Share purchase agreement—pro-seller—corporate seller—conditional—long form Substitute the definition with the following wording, so that it also refers to the Guarantor in addition to the Seller and the Buyer: each of the Seller, the Buyer and the Guarantor is a Party and, together, the Seller, the Buyer and the Guarantor are the Parties. Add a new paragraph ( D) in the background section in Precedent: Share purchase...

Insert as new clauses 11.13 and 11.14 of Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form: 11 Warranties 11.13 The Seller recognises that: Following Completion, the Buyer intends to transfer [ all OR some of ] the Assets (the Resale Transaction) to a Buyer’s Group member or a third party (the Resale Buyer); Under the Resale Transaction, the Resale Buyer will rely, among other things, on warranties from the Buyer (the Resale Warranties); and The Resale Warranties will mirror those in Schedule [ 12 OR [ insert number for warranties schedule ] ]. 11.14 The Seller agrees that: If the Buyer makes any Warranty Claim after a Resale Transaction, the Seller shall not challenge it due to the Buyer entering the Resale Transaction or giving the Resale Warranties, nor argue that the measure of damages or relief is affected or reduced as a result; and The Buyer may treat any loss or damage it suffers from a...

Filed on behalf of the Claimant Statement of evidence by [ insert initial and surname of witness ] Statement sequence number: [ insert number of witness statement in relation to the witness ] Exhibits as referenced: [ insert initials and number of each exhibit referred to ] Date the statement was made: [ insert date ] Claim reference number: [ insert claim number ] Before the High Court of Justice, Business and Property Courts of England and Wales, Commercial Court ( KBD) OR......

Information for clients By law, we must confirm the origin of funds [ and the source of wealth ] for your matter. Your data will stay confidential and be used solely to meet regulatory obligations. Without adequate details and/or proof showing how the monies for your transaction were obtained, we may not be able to move your matter forward. This process is a legal requirement and is carried out for compliance purposes. Kindly complete and return this form at your earliest convenience. It helps us satisfy mandatory checks on your transaction. Client and matter details Client(s) full name(s) or entity name(s) for corporate client(s): [ Insert full name(s) ] Client/matter reference number: [ Insert client/matter reference number ] Details of matter: [ Insert description ] Source of funds information Please describe how the funds used in this matter were generated. Include relevant amounts, dates,...

Lodged on behalf of the Defendant Witness statement of [ insert initial and surname of witness ] Number of witness statement: [ insert number of witness statement in relation to the witness ] Exhibit details: [ insert initials and number of each exhibit referred to ] Date on which statement was made: [ insert date ] [ Date of translation: [ insert date ] ] CLAIM NO: [ insert claim number ] IN THE HIGH COURT OF JUSTICE, Business and Property Courts of England and Wales, Commercial Court ( KBD) OR In the High Court of Justice, Business and Property Courts in [ insert location ] [ specify division ] [ specify specialist court ] BEFORE [ insert judge’s name ] AND IN AN ARBITRATION CLAIM Between 1 [ insert Claimant’s name ] Claimant -and- 2 [ insert Defendant’s name ] Defendant AND IN THE MATTER OF AN...

Ordinary resolution That [ insert name of the director to be appointed ], having agreed to serve, be appointed as a director of the Company with [ immediate effect OR effect from the end of the meeting OR effect from [ insert date ] ] [ and to hold office until [ the next annual general meeting OR [ insert date or description ] ] in substitution for [ insert name of director ] who [ has retired OR [ has ] resigned as a director [ and employee ] of the Company [ with effect from [ insert date ] ] OR [ insert any other reason for the vacancy arising, eg because the director’s death, disqualification or incompetence/incapacity ] ] ]......

This agreement bears the date [ insert date ]... Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] and whose registered office is at ] [ insert address ] ( the Assignor ); [ insert name ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] and whose registered office is at ] [ insert address ] ( the Assignee ) Each of the Assignor and the Assignee constitutes a party, and together the Assignor and the Assignee are the parties... Background The Assignor holds the [ registered ] ownership of certain trade marks. The Assignee is [ insert description of the Assignee’s...

Seller waiver of claims—private M& A—share purchase The Board of Directors [ Insert company name ] [ Insert company address ] [ insert date ] Dear Directors [ Insert company name ] Limited (the Company ) [ I OR We ] , [ [ insert individual’s name ] of [ insert address ] OR [ insert company name ], a company registered in [ England and Wales OR [ insert other country of incorporation ] ] with number [ insert company registration number ] whose registered office is at [......

8 Warranties 8.14 The Seller acknowledges that: following Completion, the Buyer plans to transfer [ all OR some of ] the Sale Shares (the Resale Transaction) to a member of the Buyer’s Group or a third party (the Resale Buyer); under the Resale Transaction, the Resale Buyer will, among other matters, rely on warranties given by the Buyer (the Resale Warranties); and the Resale Warranties will be in the same form as those in Schedule [ 4 OR [ insert number for warranties schedule ] ]. 8.15 The Seller agrees that: if, after a Resale Transaction, the Buyer makes a Warranty Claim, the Seller will not dispute it because the Buyer entered into the Resale Transaction or gave the Resale Warranties, nor argue that the measure of damages or the form of relief is affected or reduced as a result; and the...

To Defendant Dear [ insert organisation name ] Letter of Claim [ insert claimant’s name ] v [ insert defendant’s name ] We are instructed to act for [ insert claimant’s name ] concerning treatment delivered/care provided at [ insert name of GP practice ] by [ insert name(s) of GP(s) if known ] on or about [ insert date(s) ]. Please inform us if you do not consider yourself the correct defendant or if you are aware of any other potential defendants. This correspondence is issued in accordance with the Pre- Action Protocol for the Resolution of Clinical Disputes. Please acknowledge receipt of this letter in writing within 14 days and confirm who will be dealing with this matter. Within four months of receipt, provide a Letter of Response stating whether the claim is admitted or denied and include copies of any...

This deed is dated [ insert date ] Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at ] [ insert address ] ( Assignor ); [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at ] [ insert address ] ( Assignee ) Each of the Assignor and the Assignee is a party, and together they constitute the parties. Background The Assignor is the [ registered ] proprietor of certain trade marks. The Assignee is [ insert description of the Assignee’s background/background to assignment or relevant transaction ]. [ On [ insert date ] the Assignor filed an application with the [ United...