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

[ contact’s name, position and department ] [ name of company ] [ address ] [ Your reference ] [ Our reference ] Dear [ insert contact name ] [ title and date of agreement and names of parties ] (the ‘ Agreement’): Outstanding debt We write in connection with our [ [ invoice reference [ insert reference ] ] OR [ application for payment dated [ insert date ] ] ] [ and our correspondence to you dated [ insert date(s) ] ]......

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PRECEDENTS

At signing Signing of finance documents Document name — agreement type — to be signed by or for — signatories — executed? Facility agreement — simple contract — [ insert name of borrower ] (the Borrower) — [ insert details of the Borrower’s authorised signatories ] — [ insert name of lender ] (the Lender) — [ insert details of the Lender’s signatory/signatories ] [ Debenture ] — deed — [ Borrower OR ......

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PRECEDENTS

1 General information Period this report covers [ Insert time period covered by this report ] Report compiled by [ Insert name ] Date of this report [ Insert date ] 2 CSR activity in the last [ insert period ] How many CSR projects have we undertaken? [ Insert number and list each project worked on in this period ] Were there any noteworthy results arising from any of these projects? ☐ Yes— provide details ☐ No How many members of staff have participated in CSR projects during this timeframe? [ Insert number of staff ] How many hours have our staff committed to CSR projects?......

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PRECEDENTS

1 General Meeting date: [ Insert date ] Participants: [ Insert names ] 2 What does CSR mean to our firm? How our firm interprets CSR: [ Insert details ] Agreed definition of CSR: [ Insert details ] 3 Why do we want to implement CSR goals?......

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PRECEDENTS

Use this Precedent to enable organisations to record their particular CSR pledges. The Plan further supports establishing quantifiable objectives and rigorously evaluating advancement in relation to them effectively, consistently......

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PRECEDENTS

1 Introduction 1.1 We regard corporate social responsibility ( CSR) as central to the way we run our company. By CSR we recognise that, as a business, we owe duties to our customers, staff, suppliers and other stakeholders, alongside the wider society in which we operate. Through our organisation’s policies and practices, we set out to create value for our staff and customers, lessen our environmental footprint, and enhance the wellbeing of the local community. 2 Our strategy 2.1 We believe that a well-defined and focused CSR plan, with clear aims and objectives, delivers real benefits for our organisation, since clarity and focus strengthen those benefits. These benefits flow from clear aims and objectives clearly. 2.2 We depend on a healthy, diverse and talented workforce, and we strive to attract and keep the best people. We must also ensure we are recognised for delivering a high standard of service to our...

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PRECEDENTS

Firm name [ Insert firm name ] Role holder’s name [ Insert name ] Reports to [ Senior partner OR Board OR Management committee ] Role category (full-time/part-time/contractor) [ Insert ] If contracting, contract duration [ Insert ] Primary location [ Insert the main location for this role—if the role holder is required to spend time regularly in more than one place, eg each regional office, make sure this is clearly stated ] Working arrangement (remote/hybrid/office-based) [ Insert type of work model ] Role start date [ Insert date ] Probation period length [ Insert ] Probation review end date [ Insert date ] Role summary The managing partner is the most senior manager on the [ Board OR Management committee ], accountable for sound governance, crafting the firm’s strategic direction and vision, and...

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PRECEDENTS

Raw data required Total number of full-time fee earners – [ Insert number ] Total number of part-time fee earners – [ Insert number ] Total number of days per week worked by part-time fee earners – [ Insert number ] Total chargeable hours – [ Insert number ] Hourly rates being charged – £[ Insert figures ] Value of WIP billed – £[ Insert figure ] Billings – £[ Insert figure ] Calculating the variables Please click for an Excel version of this variable calculation sheet and an illustrative worked example. Number of fee earners as FTEs — Formula: Full-time fee earners plus pro rata part-time fee earners; Calculation: [ Insert details ]; Result: [ Insert result ] Average annual chargeable hours per fee earner — Formula: Firm’s total chargeable hours ÷ number of fee...

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PRECEDENTS

This deed of novation is entered into on the [ insert day ] day of [ insert month ] 20[ insert year ] Parties [ insert name of company ] (in administration) ( Company Registration No. [ insert number ]) with its registered office at [ insert address ] (the ‘ Original Contractor’), acting through its [ joint ] [ Administrator OR Administrators ], [ insert name of [ Administrator OR Administrators ] ] (each being an administrator and together the joint administrators) of [ insert name and address of firm ] (the [ ‘ Administrator’ OR ‘ Administrators’ ]) [ insert name of contractor ] ( Company Registration No. [ insert number ]) with its registered office at [ insert address ] (the ‘ New Contractor’) [ insert name of employer ] ( Company Registration No. ......

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PRECEDENTS

[ insert address of recipient ] Date: [ insert date ] Dear [ insert name of prospective/proposed contractor ], [ insert project name ] 1 We write with reference to our Invitation to Tender dated [ insert date ] [ and your selection as preferred bidder ] concerning [ insert description of the project ] (the Project). In consideration of our disclosure of Confidential Information to you and your representatives [ and the payment to us of the sum of £1, receipt of which is acknowledged ] in connection with the Project, you (for yourself and on behalf of your representatives) agree to the terms set out in this letter......

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PRECEDENTS

ARCHIVED: This Precedent is no longer active and receives no updates. Stop press: The NEC4 contract suite was released in June 2017...

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PRECEDENTS

This deed of variation is executed on [ insert day and month ] 20[ insert year ]. By the individuals named in the Schedule (each a Partner and together the Partners) as parties to this deed and bound accordingly. Recitals: ( A) On [ insert date ] the Partners concluded the Partnership Agreement. ( B) The Partners consent to modify the Partnership Agreement pursuant to clause [ insert clause number ] of the Partnership Agreement and by this deed as permitted. The parties agree as follows: 1 Definitions and interpretation 1.1 Except where expressly provided otherwise, the definitions and interpretative provisions within the Partnership Agreement shall govern this deed and prevail over any inconsistency. 1.2 In this deed, unless the context dictates otherwise: Partner Majority – means the required number or proportion of the Partners who may decide to amend or vary the Partnership Agreement in...

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PRECEDENTS

Part 1, interpretation and limitation of liability 1 Defined terms and interpretation In these articles, unless the context dictates otherwise, expressions carry the meanings given by the Companies Act 2006 (including sections 1148, 1168, 282, 283, 1159), or as specified herein. References include, without limitation, address, articles, bankruptcy (including comparable overseas processes), chair and chair of the meeting, clear days, Companies Acts, director (including anyone acting as such), distribution recipient, document, electronic form/means, eligible director, fully paid, group, hard copy form, holder, instrument, model articles, ordinary resolution, paid, parent company, participate, proxy notice, relevant officer, shares, special resolution, subsidiary, transmittee and writing. The model articles are disapplied. Unless the context requires otherwise: legislative references include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement; “include/including” means without limitation; singular imports plural and vice versa; masculine includes feminine and neuter; and references to persons include bodies...

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PRECEDENTS

[ insert name of company who granted the company share option plan ( CSOP) option ] ( Company ) Option certificate in respect of an Option granted under the [ insert name of CSOP ] ( Plan ) Name Number of Shares Exercise Price Date of Grant Date from which Option is normally exercisable This certificate confirms that you are the holder of an Option entitling you to acquire, up to the maximum permitted, [ insert class and nominal value of shares ] shares in the Company ( Shares) as detailed above. The Option was granted on the Date of Grant noted above under a global deed of grant entered into by the Company [ and is conditional upon the Performance Target(s) appended to this certificate ]......

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PRECEDENTS

[ insert name of company adopting the EMI scheme ] ( Company)—[ insert Company number ] Record of a meeting of the [ remuneration committee of the ] Company’s board of directors duly convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ]. Present [ insert name of director to be Chair ] (the Chair) [ insert names of directors present ] In attendance [ insert names of those in attendance ] Apologies [ insert names of directors who are unable to attend meeting ] 1 Notice and quorum [ insert name of Chair ] was elected to act as Chair of the meeting. It was confirmed that notice of the meeting had been duly issued in line with the Company’s articles of association ( Articles) and that a quorum was in attendance. Accordingly, the Chair opened the...

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PRECEDENTS

This Deed is made on [ insert date on which the deed is executed ] between [ insert name of the company granting the options ], whose registered office is at [ insert address of registered office ] ( Company). By this deed, the Company grants Options under the [ insert the name of the plan pursuant to which the options are granted ] ( CSOP) to the Eligible Employees, at the Exercise Price and for the number of [ insert class of shares and nominal value of shares which are being granted under option ] ( Shares) specified in Appendix 1 to this Deed......

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PRECEDENTS

Company number: [ insert company number ] [ Insert company name ] [ Limited OR PLC ] Minutes of a meeting of the board of directors (the Meeting ) of [ insert full name of company ] (the Company ) Held at [ insert place of meeting ] Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of any directors present, whether in person or by any remote means (provided such means are not specifically prohibited by the Company’s articles of association) [ by [ insert means of attendance for each director attending remotely ] ] ] In attendance: [ [ Insert name of anyone attending, whether physically or by any remote means, who does not count towards the quorum for the Meeting (eg the company...

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PRECEDENTS

ARCHIVED: This Precedent is archived and no longer maintained. STOP PRESS: From 24 February 2025, the key provisions of the Procurement Act 2023 ( PA 2023) take effect. Any procurement launched on or after that date must proceed under PA 2023, while procedures commenced under the earlier legislation—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be run and managed in accordance with those regimes. See Practice Note: Introduction to the Procurement Act 2023— PA 2023......

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PRECEDENTS

ARCHIVED: This Precedent has been archived and is not maintained. STOP PRESS: As of 24 February 2025, the core elements of the Procurement Act 2023 ( PA 2023) take effect. Procurements commenced on or after that day must proceed under PA 2023, while procedures started under the former regime (the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be conducted and administered in line with that framework. Refer to Practice Note: Introduction to the Procurement Act 2023— PA 2023......

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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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