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

This TRUST is dated [ date ] Parties [ name ] of [ address ], represented by [ name ] of [ address ] (the Litigation Friend) [ name ] of [ address ] and [ name ] of [ address ] (the Original Trustees) Background The Trust is named [ insert name ] (the Trust). The Trust is created to accept the compensation payable for a personal injury to [ insert name ] (the Beneficiary), who lacks capacity to manage their property and financial affairs under the Mental Capacity Act 2005. Following the personal injury, legal proceedings [ under Claim Number [ insert number ] ] were commenced and an order for payment of compensation was made on [ date to be completed once order is made ]......

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PRECEDENTS

This trust deed is made on [ date ] Parties [ name ] of [ address ] (the Settlor) [ name ] of [ address ] and [ name ] of [ address ] (the Original Trustees) Background The Trust shall be known as [ insert name ] (the Trust). The Trust is set up to receive the compensation payable in respect of a personal injury to the Settlor. Following that injury, legal proceedings [ under Claim Number [ insert number ] ] were commenced, and on [ date to be completed once order is made ] an order was made for payment of compensation to the Settlor. The Settlor has authorised the transfer of the property described in the Schedule to the Original Trustees. ......

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PRECEDENTS

Developed in collaboration with Beth Pipe, this Precedent provides a return to work interview ( RTWI) framework to help a manager run a structured RTWI with an employee. It can be used alongside Precedent: Return to work interview ( RTWI) meeting preparation and record—law firms. The table below outlines a series of questions or prompts to be applied at the manager’s discretion, reflecting the particular circumstances of each case. Return to work interview ( RTWI) framework Who is the interview with? [ Insert employee name ] Interview date [ Insert date ] Name(s) of anyone else in the meeting [ Insert name ] [ Insert capacity/relationship ] Meeting location [ Insert location ] RTWI questions/prompts Question/prompt: Welcome the employee and thank them for coming to the meeting Additional notes: [ Insert any...

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PRECEDENTS

PARTICULARS Date [ date ] Landlord [ name ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is located at ] [ address ] ( Landlord) Tenant [ name ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is located at ] [ address ] ( Tenant) [ Guarantor ] [ [ name ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is located at ] [ address ] ( Guarantor) ] Property [ description ] [ as more particularly described in Schedule 1, Part 1 ] [ Building OR Centre ] [ description ] [ identified [ edged OR coloured OR hatched ] [ colour ] on [ the [ [ name ] ] Plan OR Plan [ number ] ] ] Term the...

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PRECEDENTS

2 Access to Local Government Pension Scheme The parties agree that, in accordance with the Best Value Direction [ and any revised Fair Deal Guidance that may apply ], Relevant Employees shall be permitted to remain members of the LGPS (or, in narrowly defined situations, a Broadly Comparable Pension Scheme) for as long as they continue to be [ wholly or mainly ] engaged in delivering the Services. Relevant Employees may enforce the provisions of this Schedule to the extent that such provisions are reflected within the Best Value Direction. ......

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PRECEDENTS

PARTICULARS Date [ date ] Landlord [ name ] [ either of, or incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Landlord) Tenant [ name ] [ either of, or incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Tenant) [ Guarantor ] [ [ name ] [ either of, or incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Guarantor) ] Property [ description ] [ as further described in Schedule 1, Part 1 ] Building [ description ] [ indicated [ edged OR coloured OR hatched ] [ colour ] on [ the [ [ name ] ] Plan OR Plan [...

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PRECEDENTS

ARCHIVED: This Precedent clause is archived, not maintained, and offered for background information only...

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PRECEDENTS

1 Introduction This policy provides a summary of the Company’s measures to help workers remain healthy and safe when carrying out their duties on the Company’s premises throughout the ongoing coronavirus ( COVID-19) pandemic. Government advice indicates that COVID-19 will remain part of daily life for the foreseeable future, so we must adapt, live alongside it, and control the risks to ourselves and those around us as far as possible. It adds, but does not supersede, the Company’s health and safety policy. This policy is not incorporated into any employment contract, and Company reserves the right to change it at any time. This policy covers all Company employees, workers and contractors. Coronavirus spreads primarily through droplets and aerosols that reach the eyes, nose or mouth, that are breathed in by another person, or that are...

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PRECEDENTS

This material and information must not be released, published or distributed, in whole or in part, directly or indirectly, in, into or from any jurisdiction where doing so would contravene the applicable laws or regulations of that jurisdiction. The new offeror shares to be issued under the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under any relevant securities laws in Canada, Australia or Japan......

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PRECEDENTS

Not for release, publication, or dissemination (whether in whole or in part, directly or indirectly) in, into, or from any jurisdiction where such action would breach the relevant laws or regulations of that jurisdiction. [ insert date ] For immediate release Recommended [cash] offer (the Offer) for [ Insert name of offeree ] PLC by [ Insert name of offeror ] Court sanction of scheme of arrangement On [ insert date of Rule 2.7 announcement ], the boards of [ insert full name of Offeree ] ([ Offeree ]) and [ insert full name of Offeror ] ([ Offeror ]) confirmed, in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the Code), that they had agreed the terms of a recommended [ cash ] offer by [ Offeror ] to purchase the entire issued and to be issued ordinary share capital of [...

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PRECEDENTS

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any new offeror shares issued pursuant to the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under any relevant securities laws in Canada, Australia, or Japan whatsoever......

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PRECEDENTS

1 Introduction This risk assessment sets out the hazards we have recognised in connection with homeworking practices, along with controls we have implemented, or plan to implement, to reduce those risks. It draws on replies to [ insert, eg a questionnaire circulated to staff on [ date ] ]. A copy of the questionnaire is enclosed......

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PRECEDENTS

1 About you Name [ Insert name ] Role [ Insert role ] Address [ Insert address ] Contact telephone number(s) Please supply both landline and mobile numbers where available [ Insert contact telephone numbers ] Date form completed [ Insert date ] 2 Assessment Please respond ‘yes’ or ‘no’ to each question below. Do not worry if you are unable to say ‘yes’ in every instance—it is vital you reply truthfully, as this enables us to make sure you receive full support. [ Insert name of organisation ] will draw on your responses to carry out a risk assessment. As part of this process, we will decide whether to provide any further support or equipment, or determine if other measures should be implemented. [ Insert name of organisation ] may need to get in touch to explore your answers in more...

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PRECEDENTS

Training Materials These resources introduce exemption clauses and clearly outline the key points commercial lawyers need when drafting and assessing provisions that exclude or restrict liability in contracts. The pack contains template Power Point slides with accompanying trainer notes for use by a trainer to guide an explanation of the law on limiting liability in the setting of drafting and negotiating business-to-business contracts by commercial practitioners. Covered topics include: exemption clauses and construction types of breach and types of loss statutory controls under the Unfair Contract Terms Act 1977 and the Misrepresentation Act 1967 approaches to excluding and limiting liability third parties and frequently asked questions Each section of the presentation concludes with a ‘ Top tips’ slide and speaker notes offering practical pointers and summaries of the principal issues addressed in the preceding segment. The training materials can be...

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PRECEDENTS

Note These provisions are prepared on the basis that the applicable contract is a business-to-business arrangement, with the supplier acting as processor for a customer in the role of controller, in relation to the processing of personal data governed by the United Kingdom General Data Protection Regulation ( UK GDPR), Assimilated Regulation ( EU) 2016/679. The terms ‘supplier’ and ‘customer’ (in place of ‘processor’ and ‘controller’) are used to simplify incorporation into commercial contracts. The drafting also relies on the additional defined terms ‘ Agreement’, ‘ Business Day’, ‘ Customer’, ‘ Data Protection Laws’, ‘ Data Subject’, ‘ GDPR’ and ‘ Supplier’, which are assumed to be defined appropriately elsewhere in the relevant agreement. It is further assumed that ‘ GDPR’ refers to UK GDPR and that ‘ Data Protection Laws’ includes UK GDPR. These provisions can also be adapted for...

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PRECEDENTS

These guidelines set out practical advice and pointers to support you when working from home. Please also consult our separate Homeworking policy for further detail and reference. Keeping in touch We actively encourage all colleagues to stay in frequent contact with homeworkers, and in particular for managers and the people they supervise to arrange regular catch-ups. These catch-ups should take place regularly by mutual arrangement. The preferred method of contact should be mutually agreed, eg by email, video call and/or telephone. Wherever feasible, please make use of [ insert details of any company-provided messaging software, eg Microsoft Teams, OR available technology ] to hold face-to-face, video-based conversations. Both parties share responsibility for maintaining communication with one another at all times. Reporting sickness or injury Homeworkers must follow our usual sickness absence reporting procedures at all times. Please see our [ insert eg, sickness and...

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PRECEDENTS

UNDER PARAGRAPH 64 OF SCHEDULE B1 TO THE INSOLVENCY ACT 1986 By virtue of paragraph 64 of Schedule B1 to the Insolvency Act 1986 ( IA 1986), [ insert names of the administrators ] (the Joint Administrators), being the joint administrators of [ insert name of company ] (the Company), consent to the Directors of the Company (the Directors) exercising the powers described below as set out herein. This consent is provided strictly on the basis that the Joint Administrators have certified that the administration is reasonably likely to secure the rescue of the Company as a going concern for that sole purpose. The Joint Administrators are further reasonably satisfied that the Company has sufficient funding to meet essential key post-administration outgoings, including rent, employee salaries, utilities and suppliers, on a continuing, ongoing basis. Save as aforesaid, the Joint...

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PRECEDENTS

Use this short guide to craft a strong, memorable password and keep protection as robust as possible for you and our business. Cybercriminals may try to guess your passwords to get into your devices or important accounts, eg email or online banking. They might use the most common passwords (eg PASSWORD1) or draw on publicly available details about you or your organisation. Once they succeed with one password, they may try the same one on other services. As a result, the strongest passwords are hard to predict and not reused across different accounts. Create a strong password There are several ways to create a resilient password: Make it difficult to guess by avoiding common patterns and publicly known information. Never reuse the same password across multiple accounts. Have sufficient characters Choose a password that is long enough. Our minimum password length is [ insert number, eg 12 ]...

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PRECEDENTS

These current consolidated terms were published on [ insert date ]. For previous versions, see [ insert URL ]. Please read these terms carefully before proceeding and before you continue. By [ clicking ‘ Accept’ on the associated order form ] you confirm agreement to the terms set out on this webpage (our Agreement) on behalf of the person or organisation [ e.g. identified as the ‘customer’ in the associated order form ] (the Customer), thereby creating a legally binding contract with [ insert legal name ], a company incorporated in England and Wales whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (the Supplier). By [ clicking ‘ Accept’ ] you further affirm and warrant that you hold the requisite capacity and authority to enter into our Agreement for and on behalf of the...

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PRECEDENTS

UPDATE This Precedent concerns the original iteration of the CJRS. It has been placed in the archive and is no longer being updated. For details of the extended CJRS in force from 1 May to 30 September 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived]. For a Precedent appropriate for use with the extended CJRS, see Precedent: Letter—from employer to employee regarding flexible furlough arrangements (extended CJRS 1 May to 30 September 2021) [ Archived]. [ To be prepared on the employer’s letterheaded paper ] [ Date ] Dear [ insert name of employee ], Re: [ insert name of employer ] (the Company) Further to our discussion on [ date ], I explained that [ there has been an abrupt and substantial decline in our business due to the coronavirus ( COVID-19) outbreak OR the Company is unable to...

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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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