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

ARCHIVED: This Precedent has been archived and is not maintained. [ Name ] [ Address ] Ref No: [ number ] [ Date ] Dear [ applicant's name ] Thank you for your [ letter OR email OR fax OR of [ date of letter/email/fax from applicant ], in which you sought information regarding [ insert details ]. Please find the material you requested enclosed. OR [ If providing it in the format the applicant asked for was ‘unreasonable’, you should explain the grounds for this here. ]......

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PRECEDENTS

To be printed on Landlord’s letterheaded paper From: [ insert name of previous Landlord ] [ of [ insert address ] ] To: [ insert full name of Tenant ] [ of [ insert address ] ] Lease dated [ insert date ] between (1) [ insert name of the original landlord ] and (2) [ insert name of the original tenant ] for [ insert description/address of the premises ]. We notify you that, by [ a transfer OR an assignment OR [ insert other appropriate document ] ] dated [ insert date ], the reversion to the Lease has been transferred to [ insert new Landlord ]. YOU ARE REQUIRED to pay all rent and sums now due and hereafter under the Lease to New Landlord at: [ insert details of where and how payment is to be made ] or as the New Landlord...

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PRECEDENTS

[ TO BE TYPED ON THE HEADED NOTEPAPER OF THE EMPLOYER ] [ Employee name ] [ Employee address ] [ [ By email only ] ] [ Date ] Dear [ employee name ], Requirement to acknowledge request Under Part IIA of the Parental Leave Act 1998 ( Ireland) ( PLA 1998 ( IRL)), as updated by the Work Life Balance and Miscellaneous Provisions Act 2023 ( Ireland) ( WLBMPA 2023 ( IRL)), employers must acknowledge an employee’s request for a flexible working arrangement and reply as soon as is reasonably practicable, and in any event within four weeks of receipt. Where additional time is needed to evaluate the request, the employer may lengthen the period for responding, but any extension must not exceed eight weeks. Re: Acknowledgement of flexible working request ‘ In reference to your...

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PRECEDENTS

[ insert name of company who granted the award pursuant to the long term incentive plan ( LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) Name Number of Shares referenced for the Cash Award Date of Grant Normal Vesting Date [ , conditional upon satisfaction of Performance Targets ] We hereby confirm that you are entitled to a Cash Award, detailed in the manner set out within the table above......

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PRECEDENTS

acknowledg Ement From: [ name of the first user of route ] [ plus [ name of the second user of route ] ] To: [ name of the first owner of route ] [ plus [ name of the second owner of route ] ] [ I or We ], [ name of the first user of route ] [ together with [ name of the second user of route ] ] [ both......

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PRECEDENTS

[ insert full name of trustee ] as trustee of the [ insert full name of the employee benefit trust ] [ insert full address of trustees ] [ insert date of letter ] Dear Trustee(s) [ insert name of the employee benefit trust ] (the EBT) We write to you in your role as trustee of the EBT (the Trustee)......

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PRECEDENTS

SPECIAL RESOLUTION That, pursuant to section 569 of the Companies Act 2006, the Company’s directors are authorised to issue for cash equity securities (as defined in the Companies Act 2006) of the same class as the Company’s existing shares, treating section 561 of the Companies Act 2006 as either not applying to any such issue, or applying to any such issue with such alterations as the directors may from time to time determine, in their discretion......

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PRECEDENTS

[ BEFORE THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR AT [ insert location ] ] ] [ State division ] [ Designate specialist court ] [ Insert location ] DISTRICT REGISTRY OR THE COUNTY COURT IN [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST ] ] Parties: [ insert name ] Claimant and......

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PRECEDENTS

1 Fair usage— [ electricity OR [ other ] ] The parties agree that the [ Annual Rent OR annual rent OR [ other defined term ] ] is calculated on the basis of expected [ electricity, or other ] usage at the Property by the Tenant, which is not to exceed [ £[ amount ] OR [ quantity/rate ] ] (the Base Figure) for each [ month OR quarter OR charging period OR [ other ] ] (a Charging Period). If, in any Charging Period, actual consumption surpasses the Base Figure [ by more than [ number ]% ], the Tenant shall, upon demand, pay as additional [ Annual Rent OR annual rent OR [ other defined term ] ] an amount equal to the difference between the Landlord’s actual cost incurred in that Charging Period and the Base Figure......

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PRECEDENTS

Clause 1 Notice of application of Security Deposit This Precedent clause is suitable for inclusion within a notice of default—for example, Ireland— Notice of default—breach of aircraft operating lease agreement—lessor to airline—issued by a lessor to a lessee under an aircraft operating lease agreement when a non-payment Event of Default has occurred and continues, and the Lessor is applying the Security Deposit held in line with the aircraft operating lease agreement. Where a non-payment Event of Default is ongoing, the lessor may elect to apply the cash Security Deposit as recourse to available cash while preserving its rights to pursue the balance of any unpaid sums. This approach should be addressed in the drafting of......

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PRECEDENTS

This template Contract review/request form is provided for staff to request a draft contract, or a contract review, from the legal department as part of your contract management process. It offers the legal team an initial basis from which to begin reviewing or drafting any contract. Inevitably, additional questions will arise depending on the contract type. Raise such questions with the requester as you carry out your review or commence the draft. Please tick: ☐ Contract for review by the legal department attached ☐ Draft contract required 1 General information Requesting This information is intended to guide the legal team at the outset......

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PRECEDENTS

General This Precedent is a letter through which an employee makes a statutory request for a flexible working arrangement. It is drafted to meet the rules governing the form and substance of such requests, as set out in the Parental Leave Act 1998 ( Ireland), s 13B ( PLA 1998 ( IRL)), as amended, and in the Workplace Relations Commission’s ( WRC) Code of Practice for Employers and Employees Right to Request Flexible Working and Right to Request Remote Working. Legal framework As outlined above, the statutory flexible working regime is provided for in PLA 1998 ( IRL), s 13B, and in SI No 92/2024 ( IRL) Work Life Balance and Miscellaneous Provisions Act 2023 ( Workplace Relations Commission Code of Practice on the Right to Request Flexible Working and the Right to Request Remote Working) Order 2024. That legislative scheme is reinforced by the WRC’s Code of...

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PRECEDENTS

General This Precedent is a letter used by an employee to lodge a statutory request for a remote working arrangement, complying with the statutory requirements on the form and content of such applications set out in the Work Life Balance and Miscellaneous Provisions Act 2023 ( Ireland), s 20 ( WLBMPA 2023 ( IRL)) and in the Workplace Relations Commission’s ( WRC) Code of Practice for Employers and Employees Right to Request Flexible Working and Right to Request Remote Working. Legal framework As mentioned above, the statutory entitlement to seek a remote working arrangement is provided for in WLBMPA 2023 ( IRL), s 20 and in SI No 92/2024 ( IRL) Work Life Balance and Miscellaneous Provisions Act 2023 ( Workplace Relations Commission Code of Practice on the Right to Request Flexible Working and the Right to Request Remote Working) Order 2024. The...

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PRECEDENTS

This note offers broad guidance on choosing and appointing a child’s guardian. Your family solicitor can give tailored advice for your situation. There are multiple routes to appointing a guardian, and the moment the appointment becomes effective will vary with the facts. This overview sets out the principal methods by which a guardian can be appointed. The details, including when an appointment takes effect, will depend on your circumstances and the route used, and this guidance is intended only as a general summary. What is a guardian? A legal guardian is an individual formally chosen to look after a child when specified people have died, most commonly the child’s parents. It is prudent for parents to name one or more people as guardians to care for and take responsibility for their children should both parents die before the children turn 18. Once the...

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PRECEDENTS

Module four of the EU Standard Contractual Clauses This Precedent provides a template for ‘module four’ of the EU Standard Contractual Clauses (also referred to as the Model Clauses or SCCs) introduced by Commission Implementing Decision ( EU) 2021/914 (the 2021 EU SCCs). It is tailored for the transfer of personal data: from a data processor subject to the EU’s General Data Protection Regulation ( EU) 2016/679 ( EU GDPR) whose only or main establishment in the EU, for EU GDPR purposes, is in Ireland to a data controller based outside the EEA that is not subject to the EU GDPR both where the EEA processor merges personal data received from the third country controller with personal data it collects in the EEA, and where the EEA processor does not The terms of this 2021 EU SCCs module differ slightly depending on which of these scenarios applies, and this...

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PRECEDENTS

This Precedent provides a template for ‘module three’ of the EU Standard Contractual Clauses (the Model Clauses or SCCs) adopted under Commission Implementing Decision ( EU) 2021/914 (the 2021 EU SCCs). It addresses transfers of personal data by a data processor that falls within the EU’s General Data Protection Regulation ( EU) 2016/679 ( EU GDPR) and whose sole or principal establishment for EU GDPR purposes is in Ireland, to a processor located outside the EEA that is not subject to the EU GDPR. The SCCs may equally be relied upon where the exporting processor is not incorporated in any EU Member State but is caught by the EU GDPR’s extra-territorial reach and must therefore use the SCCs for movements of in-scope personal data. As the SCCs must be governed by, and fall under the jurisdiction of, an EU Member State, Ireland can be a...

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PRECEDENTS

This Precedent This Precedent provides a template for ‘module two’ of the EU Standard Contractual Clauses (also called the Model Clauses or SCCs) adopted under Commission Implementing Decision ( EU) 2021/914 (the 2021 EU SCCs). It addresses the transfer of personal data by a data controller subject to the EU General Data Protection Regulation ( EU) 2016/679 ( EU GDPR), whose sole or principal EU establishment (for EU GDPR purposes) is in Ireland, to a data processor outside the EEA that is not subject to the EU GDPR. These SCCs may likewise be used where the exporting controller is not established in an EU Member State but falls within the EU GDPR’s extra-territorial scope and is therefore required to use SCCs for relevant personal data exports. As the SCCs must be governed by, and subject to the jurisdiction of, an EU Member State, Ireland can be a...

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PRECEDENTS

For an overview of Irish data protection law and its principal concepts and rules, refer to Practice Note: Ireland— Data protection basics. Data Subject Access Request ( Pursuant to the General Data Protection Regulation and Data Protection Act 2018) I am lodging a data subject access request via a third party—my solicitor (details set out below). Kindly provide my solicitor with copies of my complete medical records, in both hard copy and electronic form, inclusive of all radiology. Given these files ought to be easily located by reference to my personal data outlined below, this request is reasonable and the materials should be supplied free of charge within one month. This request is made to advance a [ civil personal injury claim ] against a third party. Appointed medical experts may rely on the records to assess my injuries and symptoms and to review any pertinent prior medical...

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PRECEDENTS

Nature of the clause This Precedent is a short-form clause designed for business-to-business ( B2B) commercial contracts made between businesses, providing for mandatory mediation in the event a dispute arises out of the agreement. The clause requires the parties to seek to settle disputes arising between them under this clause. Unlike litigation or arbitration clauses, its purpose is for the parties to attempt to resolve the matter with the assistance of a mediator, without the need for formal contentious proceedings. What is mediation and why have a mediation clause? Mediation is a form of alternative dispute resolution ( ADR) in which an independent third-party mediator follows a structured process to facilitate an agreed settlement between parties to a dispute. It is, by its nature, a non-binding dispute resolution process; that is, any agreement reached in mediation only becomes binding on the parties if they enter into a...

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PRECEDENTS

The Schedule— Intellectual Property Rights This template Intellectual Property Rights Schedule is generally used with a definition for intellectual property rights. Where intellectual property rights, or discrete intellectual property rights, are defined, it can be advantageous to list—either comprehensively or by way of example—the intellectual property rights in question, and expressly set out, in an intellectual property rights schedule. Typically, it will be anticipated that only particular classes of intellectual ......

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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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