Legal Precedents

Precedent: Share purchase agreement—pro-buyer—individual sellers—conditional—long form Add the following as new definitions into clause 1 of the above stated, named precedent document herein......

WARNING These sample responses to enquiries are provided solely as a scaffold and initial guide to help the Seller craft their answers to enquiries. They are neither endorsed nor exhaustive or definitive, and must not be deployed without thorough thought and bespoke adjustment to fit the specific deal. Because replies to enquiries constitute part of the contract, it is essential they are accurately adapted to the precise circumstances and avoid any misleading or offhand remarks. They should likewise omit stock phrases, for example ‘ Not to the Seller’s knowledge’, unless the Seller has sought to obtain a fuller, substantiated reply to the point raised. Using such wording can suggest the Seller has personally undertaken reasonable enquiries in relation to the issue concerned. Emphasise to your client the need to scrutinise draft replies with great care and, where appropriate, bring managing agents and property...

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—individual sellers—unconditional—long form: 1 Definitions and interpretation Sanctioned Activity • denotes any conduct that is subject to sanctions implemented by the Sanctioning Body; Sanctioning Body • refers to the United Kingdom, the United States of America, the European Union, and any other relevant local, national or multinational governmental agency, department, official parliament, public or statutory person, or any governmental or professional body, regulatory or supervisory authority, board or other organisation charged with imposing and/or administering sanctions; Sanctioned Entity • means any individual or organisation that is, or that is owned or controlled, directly or indirectly ......

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Sanctioned Activity: activity subject to a Sanctioning Body’s sanctions. Sanctioning Body: United Kingdom, United States of America, European Union, and any other authority administering sanctions. Sanctioned Entity: any person or entity that is, or is owned or controlled (directly or indirectly) by one that is, sanctioned or on a designated list of a Sanctioning Body; ‘owned or controlled directly or indirectly’ has the meaning in Sanctions Laws. Sanctions Laws: all law on a Sanctioned Activity binding either Party or the Agreement’s performance. Sanctions Policy: the Seller’s sanctions policy in Appendix [insert Appendix number], as updated and notified to the Buyer. is not a Sanctioned Entity; has not been notified of any Sanctioned Activity...

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—unconditional—long form: 1 Definitions and interpretation Sanctioned Activity • signifies any conduct falling within sanctions enforced by the Sanctioning Body; Sanctioning Body • denotes the United Kingdom, United States of America, European Union, plus any other relevant local, national, or multinational governmental agency, department, official parliament, public or statutory person, or any governmental or professional body, regulatory or supervisory authority, board, or other body tasked with imposing and/or administering sanctions; Sanctioned Entity • refers to any person or entity that is, or is owned or controlled, whether directly or indirectly, by a person or entity that is, subject to sanctions imposed by, or on a designated sanctions list by, a Sanctioning Body, and in this clause 1, the words ‘owned or controlled directly or...

Schedule of amendments to the jct MEASURED TERM contract 2024 The Contract consists of the executed Measured Term Contract 2024 ( MTC 2024) issued by the JCT, subject to the amendments listed below: ARTICLES Articles 5 and 6 – Articles 5 & 6 [ See drafting note] Article 8 – Arbitration: delete Article 8 and state “ Not used.” Article 10 – Insert a new Article 10 as follows: “ Article 10 [ To be added on the face of the contract] The Employer and the Contractor confirm that the alterations in the attached Schedule of Amendments (as initialled by the parties) are incorporated into this Contract, and the provisions of the Agreement, the Conditions, and the Schedules appended to the Conditions shall take effect as amended by the Schedule of Amendments, which together constitute the ‘ Contract’.” ......

Dear [ insert expert’s name ] Re: [ insert name of client and the client’s date of birth, (address and telephone number should be provided separately for the appointment arrangements) ] Date of accident: [ insert date of accident ] Thank you for agreeing to prepare a report on the Claimant’s current condition and prognosis in this matter. We represent the above individual in relation to injuries suffered in an accident on the date noted above. This is a personal injury claim, and our assessment places the likely value of the case between £25,000 and £100,000; we anticipate the court will assign the matter to the intermediate track. Accordingly, your expert report ought not to exceed 20 pages, excluding any requisite photographs, plans, CV, and any academic or technical articles appended to the report. Please ensure proper attention is paid to the appendices...

Precedent presentation on environmental, social and governance ( ESG) issues Crafted as a training resource for employers and their HR teams, this Precedent presentation covers the essentials of ESG, why it is significant, and ways to identify the organisation’s most important issues. It explains HR’s role within the ESG agenda, highlights the importance of collaboration across functions, and sets out practical steps for building an ESG programme alongside a corresponding action plan for the organisation as a whole......

This Agreement is entered into on [ insert date ] Parties [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ] and whose registered office is at [ insert address ] ( Licensor) [ insert name ], a company incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] ( Licensee) Each of the Licensor and the Licensee is a party and, together, the Licensor and the Licensee are the parties. BACKGROUND ( A) The Licensor [ is the [ registered ] proprietor of OR is the applicant to register OR has the right to licence and/or sub-licence ] certain intellectual property rights. ( B) The Licensee is [ insert background to licence/relevant transaction ]. ( C) The Licensor has agreed to grant the Licensee a licence of these...

This Agreement is entered into on [ insert date ] Parties [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ] and having its registered office at [ insert address ] ( Licensor); and [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ], whose registered office is at [ insert address ] ( Licensee). Each of the Licensor and the Licensee is a party, and together the Licensor and the Licensee are the parties. BACKGROUND ( A) The Licensor [ is the [ registered ] proprietor of OR is the applicant to register OR has the right to licence and/or sub-licence ] certain intellectual property rights. ( B) The Licensee is [ insert background to...

I, [ insert name ], consent to act as Tribunal Secretary to the Arbitral Tribunal [ insert details ] in the arbitration matter [ insert case name ] from [ insert date ] to [ insert date ]. I undertake to comply with the [ X Arbitration Rules, Practice Note, Terms of Appointment of the Arbitral Tribunal, etc ]. Through this statement, I confirm that I have acquainted myself with the principles, standards and requirements set out in those instruments. I will carry out organisational and administrative duties including: arranging and keeping the Arbitral Tribunal’s file, and retrieving documents; co-ordinating hearings and meetings, and communicating with the Parties in that regard; preparing correspondence to the Parties and dispatching it on behalf of......

This Guide provides an overview of the steps involved in selling your home It sets out a simple summary of the conveyancing journey, starting from an agreed offer through to completion of the sale. Property offer accepted Once you agree the buyer’s price for your home, the listing is withdrawn and marketing stops. Solicitors instructed Next, appoint a conveyancer (the buyer will do likewise). Solicitors, licensed conveyancers, chartered legal executives and CILEx conveyancing practitioners are all authorised to handle conveyancing work. Client care process After instruction, each conveyancer issues an engagement letter to their client—effectively the contract to act—setting out fees, terms and conditions, identification checks, and any forms to be completed and...

This Guide provides an overview of the steps involved in buying a home. It is designed to give you a straightforward outline of the conveyancing process, spanning the period from acceptance of an offer through to completion of your purchase. 1 Mortgage decision in principle Before you start viewing, you may secure a mortgage decision in principle indicating the sum you could borrow. With this in place, you can submit an offer on a property. This gives a useful estimate of affordability at this stage. 2 Property offer accepted Once the seller agrees to your offer, the property is removed from the market for sale at that time. 3 Mortgage offer You then receive a formal...

Date [ date ] Parties [ insert Seller’s name here ] of [ insert Seller’s address here ] (the Seller); [ insert Buyer’s name here ] of [ insert Buyer’s address here ] (the Buyer). 1 Definitions Within this Agreement, the terms below have the meanings set out: Contract – the agreement concluded between the Seller and the Buyer under which the Buyer purchases the Property from the Seller, dated [ insert date of exchange ]; Licence Period – the timeframe commencing today and expiring upon the first occurrence of any event described in clause 5, whichever occurs earliest; Permitted Use – solely for undertaking the Works; Property – [ address/description ]; VAT – value added tax payable under the Value Added Tax Act 1994, or any comparable tax imposed in addition to, or replacing, value added tax; and Works – the...

The Law Society’s template residential sale agreement, which includes the Standard Conditions of Sale ( Fifth Edition—2018 Revision), can be obtained here. NOTE: A separate Lexis Smart® Forms subscription is necessary to view this document. This model contract is relied almost universally in residential conveyancing matters and adheres to the Law Society Conveyancing Protocol......

THIS IS AN IMPORTANT DOCUMENT AND YOU SHOULD TAKE LEGAL ADVICE BEFORE SIGNING. If you sign and the lender is still unpaid, then you could lose any interest you hold in the property. Occupier: [ insert name of occupier ] at [ insert address of Occupier ] (the ‘ Occupier ’). Borrower[s]: [ insert name(s) of Borrower(s) ] at [ insert address of Borrower(s) ] [ (the ‘ Borrower ’) OR (together, the ‘ Borrowers ’) ]. Relationship to Borrower[s]: [ daughter, son or as appropriate ]......

These training materials offer a concise primer on the principal legal points to weigh up when preparing and bargaining over typical provisions used to achieve compromise in commercial contracts in practice. The topics include: good faith (definition, stance of the English courts, express duties, implied duties, relational contracts, agreements to negotiate in good faith); endeavours obligations (reasonable endeavours, all reasonable endeavours, best endeavours, how they differ, their meaning, the balancing exercise or test); wilful misconduct (definition, alternative labels and terminology such as deliberate default, gross negligence, deliberate act, and wilful neglect or default); and material breach (definition, how it differs from repudiatory breach, and persistent breaches). Across all subjects, the materials provide practical top tips for commercial lawyers who draft and negotiate clauses using this terminology in their day-to-day work. They are intended for commercial lawyers advising on...

Agreement concerning [ insert brief details of the works/project ] at [ insert address of works ] (incorporating, among other things, the JCT Standard Building Sub- Contract Agreement 2024 ( SBCSub/ A 2024) and the JCT Standard Building Sub- Contract Conditions 2024 ( SBCSub/ C 2024), each as amended and supplemented as set out in this Agreement and in the Schedules to it). This Agreement is dated the [ insert number ] day of [ insert month ] 20[ insert year ] Parties [ insert name of the Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Contractor ] (“the Contractor”) [ insert name of the Sub- Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Sub- Contractor ] (“the Sub-...

Agreement in relation to [ insert brief details of the works/project ] at [ insert address of works ] (incorporating, among other things, the JCT Standard Building Sub- Contract with sub-contractor’s design Agreement 2024 ( SBCSub/ D/ A 2024) and the JCT Standard Building Sub- Contract with sub-contractor’s design Conditions 2024 ( SBCSub/ D/ C 2024), as varied and added to in the manner set out in this Agreement and the Schedules annexed). This Agreement is made on the [ insert number ] day of [ insert month ] 20[ insert year ]... Parties [ insert name of the Contractor ] (company registration number [ insert number ]) whose registered office is at [ insert address of the Contractor ] (‘the Contractor’); [ insert name of the Sub- Contractor ] (company registration number [ insert number ]) whose registered office is at [ insert...

This document outlines the Trustees’ approach to equality, diversity and inclusion ( EDI). In developing this approach, the Trustees have taken account of [ employer ]’s EDI policy and The Pensions Regulator’s EDI guidance. The Trustees' EDI beliefs The Trustees understand EDI to encompass: Equality: providing fair access to opportunities for everyone, recognising that some individuals may begin from a position of disadvantage. Diversity: recognising and valuing differences between people, whether linked to legally protected characteristics or otherwise. Protected characteristics include age, disability, sex, sexual orientation, gender reassignment, race, and religion or belief. Other relevant characteristics include neurodiversity, socio-economic background, educational history, life experiences and family responsibilities. Inclusion: enabling the full and effective participation of all relevant people, drawing on their varied characteristics for the common good. The Trustees believe that by advancing EDI they can help secure the best possible experiences and outcomes for members of the...