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

Date of meeting Persons in attendance [ Insert date ] [ Provide attendee information, including name(s) and role(s) ] Documents considered The following papers and data were reviewed: 1.1 [ insert, eg the Complaints register ] 1.2 [ insert, eg the Complaints—periodic review record ] 1.3 [ insert other ] Consideration of documents and data Number of complaints in the past: —quarter —six months —year [ Insert numbers ] Complaints outstanding on the meeting date [ Insert number ] Legal Ombudsman matters: current position and details [ Insert details ] Any expected or ongoing negligence claims tied to a complaint [ Insert details ] Noted patterns or trends over the last: —quarter —six months —year [ Insert patterns or trends ] Complaints data or insights released by the Legal Ombudsman over: —quarter —six months —year [ Insert details ] ...

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PRECEDENTS

This Precedent This Precedent is designed for recording sanctions match reports received, capturing the first actions taken and the outcomes reached to date. Click to access an Excel edition of this log. Be aware this register was created in Excel, so it cannot be exported into Word at present......

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PRECEDENTS

Instructions on completing this form You are required to fill out this form entirely, include all necessary supporting papers (as detailed below), and promptly forward it to [ your sanctions representative ] if you identify a potential target match via our financial sanctions screening. Ensure this form is lodged before you undertake any further action at the earliest opportunity......

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PRECEDENTS

1 Introduction 1.1 We have conducted an organisation-wide review to pinpoint where we are most likely to breach financial sanctions or deal with customers subject to such measures. This document sets out the risks identified and the conclusions drawn, together with how we will mitigate them. The individual accountable for this assessment is [ insert name/role ]. 1.2 Our review considered: 1.2.1 our customers and their counterparties; 1.2.2 the geographical areas we operate in [ , including sanctions regimes in other countries in which we operate ] ; 1.2.3 the [ services AND/ OR products ] we offer; 1.2.4 our internal or operational risks. 2 Overview of the organisation Size and nature of the organisation [ Insert details ] Staff [ Insert details eg headcount, composition of staff base, staff turnover, supervisory structure and any other relevant employee metrics ] ...

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PRECEDENTS

[ Headed paper of the employer ] To: [ insert recipient’s name and postal address ] Date: [ insert date here ] Dear [ insert the recipient organisation’s name ], [ Insert name of project ] ('the Project') We refer to your engagement as the building contractor for the Project, pursuant to a contract dated [ insert date of building contract ] ('the Building Contract')......

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PRECEDENTS

To: [ insert name and address of recipient of letter ] Date: [ insert date ] Dear [ insert name of person/organisation wishing to rely on the report ], [ insert name of project ] (‘the Project’) In return for your remittance of £1, the receipt of which is hereby acknowledged, we confirm that you are entitled to, and we anticipate that you will, place reliance upon the contents of our report sent to [ insert name of party to whom report was originally addressed ] dated [ insert date of report ] with reference [ insert report reference ] concerning the site at [ insert......

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PRECEDENTS

Date [ _______________________________ ] Parties [ Insert Employer ] (company registration number [ insert number ]) of [ insert registered office address ] (the ' Employer'); and [ Insert Contractor ] (company registration number [ insert number ]) of [ insert registered office address ] (the ' Contractor'). Recitals Under an agreement dated [ insert date ] (the ' Contract'), the Employer has engaged the Contractor to perform [ insert brief description of the works ] (the ' Works') in relation to [ insert brief description of the project ] (the ' Project'). In return for the Employer agreeing to pay the Contractor for the plant and/or materials set out in the Schedule to this Deed (the ' Plant/ Materials') before delivery to site and/or before they are incorporated into the Works, the Contractor agrees to enter into this Deed. This Deed is made as a...

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PRECEDENTS

Definitions Alternative TTE instruction – a TTE instruction that meets the criteria specified in paragraph [13.2(c)] of Part II of the Offer Document. Loan Note Alternative – an option under the Offer allowing Offeree Shareholders to choose Loan Notes instead of some or all of the cash consideration otherwise payable, with further particulars set out in [ Appendix X] to this document. Loan Noteholder – any person in whose name Loan Notes are held. Loan Note Instrument – the instrument creating the Loan Notes, to be executed by [ Offeror] once the Offer has become, or is declared, unconditional. Loan Notes – the notes to be issued by [ Offeror] pursuant to the Loan Note Alternative. Noteholder Resolution – either: (a) a resolution passed at a duly convened meeting of Loan Noteholders in accordance with the Loan Note...

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PRECEDENTS

Court Ref. No: [ INSERT COURT REF. NUMBER ] [ IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR IN [ INSERT LOCATION ] ] INSOLVENCY AND COMPANIES LIST ( Ch D) OR IN THE COUNTY COURT SITTING AT [ INSERT LOCATION ] [ BUSINESS AND PROPERTY COURTS LIST] OR IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION [ INSERT LOCATION ] DISTRICT REGISTRY ] IN BANKRUPTCY IN THE MATTER OF [ INSERT DEBTOR’ S OR BANKRUPT’ S NAME ] AND IN THE MATTER OF THE INSOLVENCY ACT 1986 BETWEEN [ Full name of applicant ] Applicant –and– [ Full name of respondent ] Respondent Witness statement by [ Insert ] I, [ Insert name of witness ], state as follows: Introduction I am a [ • ]......

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PRECEDENTS

Note: Use this Precedent alongside an application notice template compliant with the Insolvency ( England and Wales) Rules 2016, SI 2016/1024—see ( Form IAA), IR 2016, r 1.35. VAR Insolvency Act Application Notice In the matter of the Insolvency Act 1986 Delete as applicable: Name of company or debtor/bankrupt: [insert debtor’s name] Company number: [________] Court: [full court name and, if known, division or district registry] Case number (for court use): [insert case number] Type of insolvency proceeding: Bankruptcy Between: Applicant [insert applicant’s name]; Respondent [insert debtor’s name]. Is this within insolvency proceedings already before the court? YES. If so, give the court reference: [________]. I/ We intend to apply to the Insolvency and Companies Court Judge/ District Judge on: Date [________], Time [________] hours, Place [________]. Appointment of [ X, the Official Receiver of this Court, or Z, an insolvency practitioner] as interim receiver of the property of [full name of debtor], with any...

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PRECEDENTS

This Precedent Use this template to catalogue all ICT resources, together with any related maintenance or upgrade requirements and/or costs that are scheduled or expected within a particular financial year. Please click to download an Excel version of this Schedule here now. Resource entry Maintenance costs (£) Upgrade required? ( Yes/ No) Upgrade cost (£) Other expenses (eg lost fee-earning time during implementation and/or training) (£) Cost–benefit review (is it viable?) ( Yes/ No/ N/ A) Target date (eg Quarter 2) Total overall cost (£)......

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PRECEDENTS

1 Introduction 1.1 This plan sets out how our organisation currently uses information and communication technology ( ICT), our aspirations for its future application, and the principal matters to address over the next [ state how many years your will cover, usually two to five ] years. 1.2 ICT is central to delivering services for clients, eg by: [ helping us to communicate with clients in ways that best match their needs ] [ enabling us to reply promptly to clients, eg via email ] [ allowing clients to view the progress of their matter through our secure portal ] [ allowing us to provide certain services outside normal hours ] 1.3 Our organisation’s primary business objectives are detailed in our business plan, which is located [ insert details of location, eg on our intranet ]. ......

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PRECEDENTS

This Precedent can serve to log the names and contact particulars of all staff members holding key roles in effectively providing and operationally supporting your organisation’s information and communications technology ( ICT) assets. Click to access an Excel version of this Precedent. Name/company Contact number Email address Additional information......

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PRECEDENTS

Precedent Information communication technology ( ICT) action list This Precedent Information communication technology ( ICT) action list can be used to catalogue all ICT tasks scheduled for the current and forthcoming financial years, eg procuring new laptops or undertaking any website developments over those periods......

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PRECEDENTS

1 ICT maintenance schedule Please select to view an Excel version of this schedule. Asset Asset is maintained by Maintenance date ( DD/ MM/ YYYY) Any issues detected?......

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PRECEDENTS

This Deed is entered into on the [ insert day ] day of [ insert month ] 20[ insert year ]... Parties [ Insert full company name ], a company incorporated in England and Wales with company number [ insert number ], whose registered office is at [ insert registered company address ] (the ‘ Principal Company’); and [ [ Insert full name of company ] incorporated in England and Wales with company number [ insert number ] and whose registered office is at [ insert registered company address ] OR [ insert individual name(s) ] of [ insert individual address(es) ] ] (the ‘ Trustees’). Background: ( A) [ Insert full name of scheme ] (the ‘ Scheme’) came into being under an [ interim OR definitive ] deed dated [ insert date ]. ( B) The Scheme is at present governed by a trust deed...

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PRECEDENTS

This Deed is entered into on the [ insert day ] day of [ insert month ] 20[ insert year ] Parties [ Insert full company name ], incorporated in England and Wales with company number [ insert number ], and whose registered office is at [ insert registered company address ] (the Departing Employer); [ Insert full company name ], incorporated in England and Wales with company number [ insert number ], and whose registered office is at [ insert registered company address ] (the Receiving Employer); and [ [ Insert full name of company ] incorporated in England and Wales with company number [ insert number ] and having its registered office at [ insert registered company address ] OR [ insert individual name(s) ] of [ insert individual address(es) ] ] (the...

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PRECEDENTS

This Deed is entered into on the [ insert day ] day of [ insert month ] 20 [ insert year ], by and between the parties set out below, namely: Parties [ insert full company name ], registered in England and Wales with company number [ insert number ], and having its registered office situated at [ insert registered company address ] (the Receiving Employer); [ insert full company name ], registered in England and Wales with company number [ insert number ], and having its registered office situated at [ insert registered company address ] (the Principal Employer); [ insert full name of company ], registered in England and Wales with company number [ insert number ], and having its registered office situated at [ insert registered company address ] OR [ insert individual name(s) ] of [ insert...

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PRECEDENTS

This Deed is entered into on the [ insert date ] day of [ insert month ] 20[ insert year ] Parties [ insert name of Sub-contractor ] ( Company Number [ insert company number ]), with its registered office at [ insert address ] (the ‘ Sub- Contractor ’); [ and ] [ insert name of Beneficiary ] ( Company Number [ insert company number ]), having its registered office at [ insert address ] (the ‘ Beneficiary ’, which term shall include successors in title and any permitted assignee) [ ; and OR . ......

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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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