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

[ To be set out on the tenant’s solicitors’ headed paper ] Dear [ insert appropriate salutation for the landlord ] Lease of [ insert description of premises ] (the Premises) dated [ insert date ] and made between [ insert name of original landlord ] and [ insert name of original tenant ] [and [ insert name of original guarantor ]] (the Lease) We represent [ insert name of tenant ], your tenant under the Lease as set out. Pursuant to clause......

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PRECEDENTS

Date: [ date ] Landlord: [ name of Landlord ] at [ address ] [ registered in England and Wales under company registration number [ number ] ] Tenant: [ name of Tenant ] at [ address ] [ registered in England and Wales under company registration number [ number ] ] Property: [ description ] Lease: A lease relating to the Property dated [ ......

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PRECEDENTS

Warning to the GUARANTOR: Before you sign this guarantee, you should obtain independent legal advice about the nature of the commitments you are assuming, which will become legally binding on you upon execution of this guarantee, and your potential liabilities both now and in the future. You may take guidance from an independent solicitor. That solicitor should confirm in writing in detail that they have outlined to you the scope and limits of the obligations you are being asked to accept, together with the effect of the documents you are being invited to sign. If you choose not to obtain independent legal advice before signing the guarantee, please complete the declaration [ Supplied to you OR Enclosed ] confirming that you had the chance to seek independent legal advice, were urged to do so, yet elected not to obtain independent legal advice. The...

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PRECEDENTS

Date [ date ] Parties [ name of Landlord ] [ of, or incorporated in England and Wales (company registration number [ number ]), with registered office at ] [ address ] ( Landlord ) [ name of Tenant ] [ of, or incorporated in England and Wales (company registration number [ number ]), with registered office at ] [ address ] ( Tenant ) [ name of Undertenant ] [ of, or incorporated in England and Wales (company registration number [ number ]), with registered office at ] [ address ] ( Undertenant ) [ name of Assignee ] [ of, or incorporated in England and Wales (company registration number [ number ]), with registered office at ] [ address ] ( Assignee ) [ [ name of Undertenant’s Guarantor ] [ of, or incorporated in England and Wales (company registration number [ number ]), with...

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PRECEDENTS

Company number: [insert 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 name of director to be chair] ( Chair) [insert names of directors who are physically present] [insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone) [insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]) In attendance: [insert names of those in attendance who do not count towards the quorum (eg the company secretary, any legal advisers) (if...

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PRECEDENTS

[ To be produced on the company’s headed paper ] To: [ Name and postal details of the lender who is to appoint the receiver ] [ insert lender’s name ] [ insert postal address ] [ insert fax number ] [ insert email address ] [ copy: [ state to whom ] ] VIA [ HAND DELIVERY OR FIRST- CLASS POST OR FACSIMILE OR EMAIL ] Dear [ insert organisation’s name ] Invitation to......

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PRECEDENTS

Claim No. [ insert claim number ]. [ IN THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR IN [ insert location ] OR [ Specify division ] [ Specify specialist court ] [ Insert location ] DISTRICT REGISTRY THE COUNTY COURT AT [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST before [ The Honourable Mr Justice OR The Honourable Mrs Justice OR His Honour Judge OR Her Honour Judge OR Master OR District Judge ] [ insert name ] dated: [ insert date ] between: [ insert name ] Claimant and [ insert name ] Defendant ] _______________________________________ [ Draft ]...

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PRECEDENTS

[ insert date ] I serve as a director of [ insert name of entity ], a company registered in England and Wales under number [ insert company number ] with its registered office situated at [ insert address ] (the Company)......

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PRECEDENTS

In the matter of the arbitration act 1996 And In the matter of an arbitration Between : 1 LHR LTD Claimant - and - 2 JFK LTD Respondent 1 We have been retained to represent LHR Ltd in this case. 2 As you know, a disagreement has emerged between our clients concerning the fulfilment of various obligations under the licensing and marketing agreement concluded between our clients and dated 10 October 20XX (the Contract). We enclose a copy of the Contract for your ease of reference......

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PRECEDENTS

In the matter of the arbitration act 1996 And In the matter of an arbitration Between : 1 LHR LTD Claimant - and - 2 JFK LTD Respondent 1 We are retained to represent LHR Ltd in this case herein. 2 You will be aware that a dispute has emerged between our clients about compliance with certain duties under the licensing and marketing agreement concluded between our clients and dated 10 October 20XX (the Contract)......

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PRECEDENTS

Company number: [ enter company number ] [ enter company name ] Limited Minutes of a meeting of the board of directors (the Meeting) of [ enter full name of company ] Limited (the Company) Duly held at [ enter place of meeting ] properly held on [ enter day, month and year of meeting ] at [ enter time of meeting ] [ am OR pm ] Present: [ Enter names of the director(s) present in person ] [ [ Enter names of any directors attending by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Enter names of any directors attending by other means as permitted by the Company’s articles of association ] (by [ enter other means ]) ] In attendance: [ [ Enter the name of any person in attendance who does not count towards the...

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PRECEDENTS

This Deed of guarantee and indemnity is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of Guarantor ], a company registered in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (the Guarantor); and [ Insert name of Lender ], of [ insert address ] (the Lender). BACKGROUND The Lender has made facilities available to the Company (as defined below) through a range of financing arrangements. A condition of the Lender making those facilities available to the Company is that the Guarantor executes this Deed in favour of the Lender......

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PRECEDENTS

This Deed of guarantee and indemnity is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of Guarantor ], a company registered in England and Wales under number [ insert company number ], with its registered office at [ insert address ] (the Guarantor); [ Insert name of Lender ], of [ insert address ] (the Lender). background ( A) The Lender has agreed to provide a loan facility to the Company (as defined below) on the terms and conditions contained in the Facility Agreement (as defined below). ( B) The availability of the loan facility is conditional upon the Guarantor entering into this Deed in favour of the Lender. ......

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PRECEDENTS

1 Definitions Original Lease: a letting of the Property dated [ date ] made between (1) [ the Landlord OR [ name of original landlord ] ] and (2) [ the Undertenant OR [ name of original tenant under the Original Lease ] ]; Term: a period of years commencing [ today OR on [ date ] ] ......

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PRECEDENTS

Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of the board of directors’ meeting (the Meeting) of [ insert full name of company ] (the Company) Convened at [ insert place of meeting ] Dated [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert the directors attending, in person or by any permitted remote participation under the Company’s articles of association [ by [ insert means of attendance for each director attending remotely ] ] ] In attendance: [ [ Insert any individual attending, physically or remotely, who does not contribute to the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] Apologies: [ [ Insert the names of any directors unable to attend the Meeting by any means ] ] 1 Chair, notice and...

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PRECEDENTS

[ To be printed on the headed paper of the lender ] [ insert date ] To: [ insert name and address of borrower ] Dear [ insert full name of borrower ] We hereby make reference to the facility agreement dated [ insert date of facility agreement ] entered into by [ insert name of borrower ] (the Borrower) and [ insert name of lender ] (the Lender), as from time to time amended, novated, supplemented, restated or replaced in accordance......

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PRECEDENTS

[ Printed on borrower letterheaded paper ] [ insert date ] To: [ insert name of lender ] (the Lender) From: [ insert name of borrower ] (the Borrower) Facility agreement between the Borrower and the Lender dated [ insert date ] (the Facility Agreement) Terms and references in the Facility Agreement have the same meaning. We request [ the OR a ] Loan under the Facility Agreement as follows: Amount of Loan: £[ insert amount ] Drawdown Date: [ insert date ] Purpose of Loan: [ insert purpose of loan ] Pay the Loan into: Bank: [ insert name of bank ] Account name: [ insert name of account ] Account number: [ insert account number ] Sort code: [ insert sort code ] We confirm that on the notice date and the Drawdown Date: no Event of Default or Potential Event of Default exists or will occur on making the Loan; and all...

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PRECEDENTS

Employment Tribunal [ insert date ] [ Insert ] Employment Tribunal [ Insert address ] To the [ insert ] Employment Tribunal [ Insert name of case, eg X v Y ] Claim Number: [ insert claim number ] On behalf of the [ Claimant OR Respondent ], we seek [ a strike-out order OR an unless order OR a strike-out order or, alternatively, an unless order ]. [ Our view is that this application can be determined on written representations alone [ , unless the claimant requests a hearing at which to give oral representations in response to the strike-out application, ] and that proceeding in this way would avoid the parties having to attend and incurring the related costs of a hearing. OR We request that a preliminary hearing be listed to consider the details of this application. ]......

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PRECEDENTS

[ To be printed on the transferee’s letterheaded paper ] [ Strictly confidential and private ] [ Address ] [ Date ] Dear [ insert name(s) of the appropriate individual(s) at the transferor ], Proposed transfer of [ enter details ] to [ enter name of transferee ] I write concerning the intended [ disposal of your business to us OR outsourcing of your [ identify business function ] to us OR termination of your contract to provide [ identify services ] services to [ us OR identify client ] ] [ and in response to your letter dated [ enter date of any letter sent by the transferor to the transferee requesting details of proposed measures ] ]......

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PRECEDENTS

[ To be issued on the landlord’s headed paper ] Your Ref: Our Ref: Date: From: [ name of Landlord ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (‘ Landlord’, ‘we’, ‘us’) To: [ name of Tenant ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (‘ Tenant’, ‘you’, ‘your’) [ CC: [ name of Guarantor ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Guarantor) ] Dear Sirs, Re: Request for reduced rent payments under your lease dated [ date ] of [ description ] ( Property) made between (1) [ name of original...

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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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