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

We are now at a point in your matter where, in our view, it is in your best interests to purchase [ insert type of insurance ]. We recommend arranging this cover through [ state name of insurance provider to whom you have introduced the client for insurance or who has given you delegated authority to issue a policy ]. We have already spoken about this and you have confirmed that we will [ state what you will do to arrange the insurance, eg complete and submit a proposal form on your behalf or issue the policy under delegated authority ]. You have also authorised us to share the relevant personal data and information with [ state name of insurance provider ] for this purpose... Fees, charges and commission Insurance premium The [ insert type of insurance ] insurance policy is priced at £[ insert amount or where it is...

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PRECEDENTS

Letter notifying data subject of data breach under the Privacy and Electronic Communications ( EC Directive) Regulations 2003, SI 2003/2426 [ Data subject’s name and address ] [ Date ] Dear [ insert name ], Notification of data breach On [ insert date ] we identified that [ what has occurred, ie a personal data breach (including whether an unauthorised third party was involved) ]. [ We believe that the OR The ] incident is understood to have taken place on [ insert date ]. Our enquiries [ to date ] indicate that the data [ was accessed by an unauthorised person OR was disclosed without authorisation OR was stolen OR was lost OR was destroyed OR was altered ] [ may have ] comprised personal information, for example [ describe the data and, if possible, confirm whether you consider the recipient’s data to have been...

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PRECEDENTS

1 Client’s demands and needs Which exposure requires cover for the client, and for what reason? [ Outline the exposure the client requires cover for, together with the rationale ] What enquiries have you carried out to confirm whether the client already holds cover that might address this risk? [ Detail the enquiries undertaken to determine if the client has existing insurance or alternative indemnity that could be appropriate, e.g. within a household insurance policy or through a trade union ] 2 The recommended insurance Name of the proposed insurance provider Which category of policy are you suggesting? [ Insert, e.g. title indemnity insurance ] What is the premium amount, or on what basis is the premium calculated?......

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PRECEDENTS

Documents The Chair laid before the meeting the following papers: Proposed anti-slavery and human trafficking statement (the Statement) [ Memorandum for the [ board of directors OR members OR partners ] accompanying the organisation’s draft Statement for approval ] [ Yearly modern slavery and human trafficking risk report for the [ board of directors OR members OR partners ] ] [ Modern slavery and human trafficking—organisation-wide risk assessment ] [ Modern slavery and human trafficking—supplier risk evaluation ] [ Anti-slavery policy ] ......

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PRECEDENTS

The Party Wall etc Act 1996 Acknowledgement of Notice To [ Insert Building Owner ] Of [ insert Building Owner’s main address ] As Adjoining Owner [ s ] under the Party Wall etc Act 1996 (“the Act”) of [ Insert Adjoining Owner’s/ Owners’ building address ], and having received notice dated [ insert date ] regarding proposed works at [ Insert Building Owner’s building address ], and without prejudice to any of my/our rights under the Act, [ I am OR We are ] content for the works described in your notice to proceed as proposed. [ [ I OR We ] [ grant OR withhold ] consent for the special foundations. ] [ [ I OR We ] [ am OR are ] [ content OR not content ] for you to commence works on the earlier date of [ insert date ]. ] Signed: [ insert...

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PRECEDENTS

Notice of [ assignment ] [ TRANSFER ] [ AND DIRECTION TO PAY FUTURE RENT ] ( Landlord and Tenant Act 1985, section 3) Addressed to: [ name of Tenant ] [ of OR incorporated in England and Wales with company registration number [ number ] whose registered office is at ] [ address ] (the Tenant) Concerning: Lease dated [ date ] entered into between (1) [ name of original landlord ] [ , OR and ] (2)......

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PRECEDENTS

Proforma checklist of documents for execution at signing and completion meetings in loan transactions This proforma checklist can be used by the lender’s solicitors to monitor, oversee and record the execution of documents at signing and completion meetings, or to be signed and circulated in escrow for closing virtually. It can be adapted for use with the relevant facility agreement. Signing is the point at which the parties execute the agreed versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). Completion is the point at which money moves between the parties and the transaction is completed. Often, there is a gap between signing and completion which allows the parties to commit to the deal on signing but leave themselves a short period to satisfy the conditions attaching to funding. In other cases, signing and...

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PRECEDENTS

[ TO BE PRODUCED ON THE LAW FIRM' S HEADED PAPER ] [ insert date ] To: [ insert the lender’s name and address ] Dear [ insert the lender’s full name ] 1 We make reference to the facility agreement dated [ insert date of facility agreement ] between [ insert name of borrower ] (the Borrower) and [ insert name of lender ] (the Lender), as duly amended, novated, supplemented, restated or substituted from time to time under its terms (the Facility Agreement). 2 Unless this letter states otherwise, or context dictates, all terms and expressions used have meanings given in the Facility Agreement for the purposes of this letter......

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PRECEDENTS

Wildlife and Countryside Act 1981 [ Title of ( Definitive Map) and Statement ] [ Title of Order ] This Order is issued by [ name of surveying authority ] pursuant to section [ 53(2)(a) OR 53(2)(b) OR 55(4) OR 55(5) ] of the Wildlife and Countryside Act 1981 (‘the Act’), as the authority considers that the [ insert title of definitive map and statement ] needs amendment [ as a consequence of the occurrence......

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PRECEDENTS

Basic Principles/ Instructions for claiming 1 Statutory power for compiling an elected members’ allowance scheme The council, acting under powers granted by the Local Authorities ( Members’ Allowances) ( England) Regulations 2003, SI 1021/2003, hereby makes this scheme. It shall be known as the [ council name ] Members’ Allowances Scheme and takes effect from [ date ], remaining in force until amended or superseded by the adoption of a new scheme......

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PRECEDENTS

Letter of non-crystallisation This precedent letter is used where a buyer acquires a business/asset subject to a floating charge (the Charged Asset), or a lender takes a second floating charge. It confirms the charge has not crystallised, no steps have been taken to crystallise it, and the chargee consents to either a sale or a second floating charge. Under a floating charge, the chargor may in the ordinary course sell the asset or grant further security (unless restricted) until crystallisation. Once crystallised, the charge becomes fixed and the chargor loses that freedom. Buyers/new lenders should seek confirmation that crystallisation has not occurred. A letter may come from the chargee or chargor, but a chargee’s letter is preferable; though not obliged, chargees usually provide it. Buyers favour unlimited confirmation; chargees often insist on a knowledge...

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PRECEDENTS

General This Precedent serves for a complete security release and is designed for bilateral debentures or mortgage instruments, where the chargor is a company registered in Ireland, and is intended for use in relation to that specific documentation. Such releases are ordinarily recorded by a deed of release, which is the usual means of documenting the discharge of a mortgage or charge. That approach matters especially if security is discharged early or before the debt is fully satisfied, as it removes arguments about absence of consideration and assures any third party dealing with the security provider that the release is valid. A complete release is appropriate where the creditor no longer needs security to remain in place, for instance when every liability owed to the security holder is being paid off or refinanced by a different lender. If a full release occurs, the...

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PRECEDENTS

[ Alleged infringer’s name and address ] [ Date ] Dear [ insert name ] [ Insert title of the letter here, which should refer to the IP rights relied on, eg ‘ UK trade mark registration number XYZ’ ’ ] [ I am OR We are ] acting for and representing [ name and address of the right holder ]. [ Name of the right holder ] is [ insert background information about the right holder— eg details of their business/products/services/works/inventions/designs ]......

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PRECEDENTS

General This Precedent is a comprehensive maternity policy, appropriate for inclusion in a staff handbook or to operate as a stand-alone policy. It sets out the minimum leave entitlements required by the Maternity Protection Act, 1994 ( Ireland), the Maternity Protection ( Amendment) Act, 2004 (as amended) ( Ireland), the Adoptive Leave Acts 1995 ( Ireland) and 2005 ( Ireland) and the Work Life Balance and Miscellaneous Provisions Act 2023 ( Ireland). When creating and applying this policy, employers should remain alert to discrimination considerations. Maternity leave Core entitlements include the option to take up to one year’s leave, irrespective of the employee’s length of service. This comprises up to 26 weeks’ ordinary maternity leave ( OML) and up to 16 weeks’ additional maternity leave ( AML). A compulsory two-week maternity leave period applies, during which the employee may not carry out any work....

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PRECEDENTS

[ Letterhead of offeror ] The Directors [ insert name and address of offeree ] [ insert date ] Dear Directors Offer by [ insert name of offeror ] (the Offeror ) to acquire [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert value ]p each ( ordinary shares ) in [ insert name of offeree ] Plc ( Company ) [ (other than those already owned by the Offeror) ] (the Offer ) We draw your attention to the offer document dated [ insert date ] (the Offer Document), in which we set out our proposal to purchase the whole of the issued [ and to be issued ] ordinary share capital of the Company......

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PRECEDENTS

What is earned settlement? The Home Secretary’s November 2025 policy statement and consultation, ‘ A Fairer Pathway to Settlement’, puts forward contentious plans to radically reshape the existing system through which overseas nationals gain settlement in the UK, replacing it with an ‘earned settlement’ model. It characterises settlement as a ‘privilege rather than an entitlement’ and positions the changes as a move towards demonstrable contribution and integration. Central to the proposals is a rise in the standard qualifying period for settlement from five to ten years for the majority of applicants. That benchmark would subsequently be varied upward or downward according to a person’s individual circumstances. The scheme would rest on four core pillars that underpin decision-making: Character Integration Contribution Residence Certain aspects of these pillars would function as mandatory eligibility criteria under the proposals, while others would guide whether the...

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PRECEDENTS

1 Price variation (events prior to delivery of goods or products) Confirmed Price Date • signifies [ insert number ] days ahead of [ delivery of the [ Products OR Goods ] ]......

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PRECEDENTS

[ To be typed on headed notepaper of employer ] [ Date ] Dear [ insert name of employee ], Re: [ insert name of employer ] (the Company) I write further to our meeting on [ date ], where I set out that there has been a sudden and significant decline in our business due to [ insert details of the reason for the business downturn ]. Regrettably, this means the Company must secure urgent cost savings. LAY- OFF As discussed, the Company is therefore asking [ all ] employees [ in your department ] to agree to a short-term lay-off from work [ insert reason for request, eg because we are closing our factory at [location] for the next month ]. This will be a pause in work only: your employment continues, the Company is not proposing to dismiss you, and you would return at the...

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PRECEDENTS

UPDATE: The CJRS concluded on 30 September 2021. This Precedent has been archived and is no longer supported. For additional details on the extended CJRS, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived]. [ To be set out on the employer’s headed paper ] [ Date ] Dear [ insert name of employee ], Re: [ insert name of employer ] (the Company) Further to our discussion on [ date ], I outlined that [ the significant decline in our business arising from the coronavirus ( COVID-19) pandemic is ongoing OR the Company remains unable to operate in the usual way owing to restrictions implemented by the government in connection with the coronavirus ( COVID-19) pandemic ]. [ Provide details of the impact on the organisation, for example whether operations have ceased...

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PRECEDENTS

[ Insert date ] Dear [ insert employee’s name ], Unfortunately, owing to [ specify reasons ], we are unable to offer the normal working period we had outlined in our correspondence dated [ insert date ]. Consequently, we hereby revoke the notice previously given of our intention to dispute liability for a redundancy payment as set out in that letter. [ We acknowledge your notice terminating your employment and will send your redundancy payment in due course, together with a calculation statement and a receipt form. ] Yours sincerely, [ Signature ] For and on behalf of [ insert employer’s name ]......

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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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