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

File content type Action Retainer materials (i.e. client care letter, instructions, conflict check, opening letter to the client, etc): Keep File and attendance notes, correspondence and emails (i.e. communications): Keep Pleadings: Consider retaining for the firm’s precedent bank, in anonymised form with all personal data removed Client documents that existed before the retainer: Return to the client. Consider whether you should create and keep a copy Original documents produced by the firm for the client, e.g. agreements, leases, etc: [ Insert your firm’s usual arrangements, eg Retain in accordance with records management policy, provide a copy to the client ] Case law: List and destroy, or consider keeping for the firm’s research files Drafts of documents/agreements: Keep Experts’ reports: Keep Research: Consider retaining for the firm’s research files ...

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PRECEDENTS

Acknowledgement of receipt I confirm receipt of the following documents/items from [ name of firm ]: [ Insert document details ] [ Insert document details ] [ Insert document details ] [ Insert document details ] Date: [ insert date ] Client’s signature: [ insert signature ]......

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PRECEDENTS

1 Client/matter details Client/matter reference number [ Enter client/matter reference number ] Client/matter name [ Enter client/matter name ] 2 Matter closure information Closure date of matter [ Enter date ] File closure completed by [ Enter name ] 3 Return and storage of original documentation Original papers returned to client [ [ Enter list ] OR None ] Nature, location and reference of any client property held by the firm relating to this matter (if applicable) [ Enter details ] 4 Storage and destruction Any special storage instructions □ Yes—[ provide details ] □ No Date to consider the file for destruction Refer to our suggested retention periods as set out in our [ insert, eg Records retention schedule ] or contact [ Enter name ] for guidance [ Enter date ] 5 Additional...

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PRECEDENTS

Files must be checked promptly once the matter concludes. The timeframe for completing this review should not exceed [ insert period of time ] in any circumstances......

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PRECEDENTS

Precedent client property storage log Put in place a procedure to ensure items owned by the client are either: returned to the client with written acknowledgement of receipt (see Precedent: Receipt of documents—client acknowledgement), put into storage with an update made to your storage log This Precedent is designed for law firms. It serves to record all original documents and property you hold for clients, eg an original will, a lease or company records. See also Practice Note: Closing a client matter—law firms and File and matter closure checklist. Please click to access the Precedent client property storage log. The Precedent is supplied in Excel and cannot be downloaded in word......

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PRECEDENTS

Dear [ Name ] Re: [ matter reference and description ] Your matter is now concluded, and we would like to express our gratitude for instructing us. What we will do now We will [ clearly outline what we will (and will not) do, for example in relation to supplying follow-up advice or associated services ]. What you may need to do now In addition, you will need to [ specify any final steps the client should take, including any upcoming deadlines that must be met to preserve or protect their position ]......

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PRECEDENTS

[send by email to the address shown in HMRC manual CTM34195] [ Date ] Dear [ insert organisation name ] Notification of intention to migrate — [ Company name, address, place of incorporation, tax district and unique taxpayer reference ] 1 Background to notification and our authority to act as agent 1.1 Acting for our client, [ company name ] (the Company), and pursuant to section 109B of the Taxes Management Act ( TMA) 1970, we notify HMRC that the Company proposes to become non‑ UK resident and request approval for arrangements to settle the Company’s tax liabilities. 1.2 The Company plans to migrate from the UK with effect from [ insert date of migration ] (the ‘ Migration Date’). 1.3 The Company has authorised us to act on its behalf in respect of this notification and associated approval request. Enclosed at Appendix 1 is the Company’s [ signed...

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PRECEDENTS

ARCHIVED: This Precedent is archived and no longer maintained. STOP PRESS: From 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) came into force. Procurements initiated on or after that date must be conducted in accordance with PA 2023. Procurements that started under earlier legislation must continue to be procured and managed under those regimes, namely: Public Contracts Regulations 2015 ( PCR 2015) Utilities Contracts Regulations 2016 Concession Regulations 2016 Defence and Security Public Contracts Regulations 2011......

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PRECEDENTS

[ insert full name of Trustee ] as trustee of the [ insert full name of the employee benefit trust ] [ insert full address of trustees ] [ insert date of letter ] Dear Trustee(s) [ name of the employee benefit trust ] ( EBT ) We write in your capacity as trustee of the EBT (the Trustee). We refer to the trust deed establishing the EBT, dated [ insert date of trust deed ], executed by you, as Trustee, together with [ insert name of settlor of EBT ] (the Company and the Trust Deed). There are no assets and liabilities in the EBT It is our understanding that the EBT now holds no assets or liabilities and, as a result, is no longer constituted as a trust. Nonetheless, the EBT’s termination must be formally acknowledged and HMRC notified. We therefore propose that you...

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PRECEDENTS

HM Revenue and Customs Trusts [ insert relevant address ] [ enter date of letter ] To whom it may concern, THE [ insert name of EBT ] ( EBT) REFERENCE NUMBER: [ insert HMRC reference number ] We write herewith to advise we act as trustee of the EBT (the Trustee)…...

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PRECEDENTS

1 Rights in the domain name Relying on [ a WHOIS enquiry undertaken on [ date of Nominet WHOIS search ] OR Nominet’s reply to a data release request as enclosed as [ insert details of attachment ] ], the domain name [ insert domain name ] ( Domain Name) is shown as registered to the Respondent. The outcome of that enquiry is enclosed as [ insert details of attachment ] with this Complaint. The Complainant is the proprietor of [ insert details of trade marks, domain names, brand names, contractual rights, personal names etc ] ( Rights). Additional information regarding these Rights is set out below......

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PRECEDENTS

This Deed is made on [ insert date ] BY [ insert full name of Trustee ], incorporated and registered in [ insert country in which the trustee is incorporated ] under company number [ insert company registered number ], whose registered office is at [ insert address of registered office ], acting in its capacity as sole trustee of the [ insert name of the EBT ] Employee Benefit Trust (the Trustee). Background Under a trust deed dated [ insert date of EBT trust deed ] (the Trust Deed), [ insert full name of company ], incorporated and registered in England and Wales with company number [ insert registered number ], whose registered office is at [ insert registered office address ] (the Company), created the [ insert name of EBT ] Employee Benefit Trust (the EBT). The Company is discussing with [ insert name of...

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PRECEDENTS

This Deed of guarantee and indemnity is executed on [ insert day and month ] 20[ insert year ] Parties 1 [ Insert name of Guarantor ], a company incorporated in England and Wales with registered number [ insert company number ], having its registered office at [ insert address ] ( Company A ); 2 [ Insert name of Guarantor ], a company incorporated in England and Wales with registered number [ insert company number ], having its registered office at [ insert address ] ( Company B ); Company A and Company B together (the Obligors ), and 3 [ Insert name of Lender ], of [ insert address ] (the Lender ). b ACKGROUND ( A) The Lender has extended facilities to the Obligors under a range of financing arrangements. ( B) The Lender’s provision of those facilities to the...

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PRECEDENTS

This presentation has been developed as a resource to train your managers to carry out cancellation rights. The training materials are customisable. This version of the training pack is provided in Power Point and therefore cannot be downloaded to Word from this page directly......

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PRECEDENTS

Term sheet for an unsecured syndicated facility for an investment grade borrower incorporated as a limited liability company in England and Wales with or without guarantees In respect of a £[ • ] term loan facility for [ insert name of borrower ] Date [ • ] 20[ • ] This term sheet is illustrative only, outlining the matters expected in the final documentation. It serves as a guide to content. It does not constitute an offer to make the facility available. Provision of the facility is conditional on satisfactory due diligence, credit committee approval [ , the mandate letter ] and satisfactory final documentation......

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PRECEDENTS

TO BE PRINTED ON THE HEADED PAPER OF THE SELLER’ S LENDER’ S SOLICITORS To: [ insert details of the buyer’s solicitors ] (the Buyer’s Solicitors), [ insert details of the buyer’s lender’s solicitors ] (the Buyer’s Lender’s Solicitors), and [ insert details of the buyer’s lender ] Dear [ insert organisation name ] We give this undertaking in connection with the sale of [ insert property description ] (the Property) by [ insert seller’s name ] to [ insert buyer’s name ] (the Buyer) (the Transaction), and the release of the registered charge over the Property dated [ insert date ] (the Charge) in favour of [ insert bank name ] (the Bank). We act for the Bank......

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PRECEDENTS

Dear [ insert organisation name ]. Notice of Arbitration : [ name of contract/vessel/project and date ] We represent and act for [ name of client ] A Notice of Arbitration given pursuant to section 14 of the Arbitration Act 1996 ( AA 1996), brought by [ name of claimant ] against [ name of respondent ]......

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PRECEDENTS

1 Definitions Biodiversity Gain • the biodiversity gain target set out in Schedule 7A to the TCPA 1990, together with any comparable obligation, tax or levy; CIL • the Community Infrastructure Levy brought in by sections 205—225 of the Planning Act 2008 (and/or any equivalent tax or levy); CIL Liability • the sum that the Buyer, acting reasonably, considers it will be required to pay by way of CIL in respect of the Development, calculated in accordance with clause 2.2; CIL Regulations • the Community Infrastructure Levy Regulations 2010, SI 2010/948 (as amended); [ Condition • the Buyer obtaining Satisfactory Planning Permission; ] Development • the use of the whole or any part of the Property for [ insert a detailed description of the Development including the maximum and minimum number of units/floorspace etc ]; Expert • an individual with at least [ 10 ] years’...

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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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