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Option agreements—acting for the buyer—checklist

Option agreements—acting for the buyer—checklist Call or put option? In a 'call' option the buyer will have control in that it may call for a transfer of the property. A 'put' option gives the seller control in that it can require the buyer to take a transfer of the property and therefore the buyer should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Seller's charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the buyer exercises the option it will acquire the property free from the charge or, if the mortgagee...

Website terms and conditions for supply of services to consumers—checklist

Website terms and conditions for supply of services to consumers—checklist This Checklist sets out the essential points that should be considered when drafting or updating online terms and conditions for the supply of services to consumers. It should be used where a lawyer wants to make sure that such terms and conditions comply with consumer protection legislation (and any guidance issued under it). This Checklist should be used in addition to the following: • Key consumer information requirements—checklist • Information requirements under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013—checklist • Consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013—Services—Flowchart • General information to be disclosed by e-commerce websites—checklist • Drafting consumer contracts—checklist For a discussion on the key legal issues to consider when designing and developing a business-to-consumer (B2C) e-commerce website for trading with consumers, see Practice Note: Business to consumer e-commerce—legal issues. Introduction Businesses that transact with consumers are subject to more onerous legislative requirements and, consequently, need to pay close...

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Good faith in commercial agreements

This Practice Note considers good faith in commercial agreements. It examines the concept of good faith and the extent to which it is applied in commercial agreements either as an express term or an implied term and in the context of relational contracts. It also considers agreements to negotiate in good faith, the approach to the duty of good faith in other jurisdictions, the application of Braganza duties in commercial agreements, and provides some drafting considerations in respect of good faith provisions.The traditional approach adopted by English courts has been to avoid implying a duty of good faith into commercial agreements and ‘if parties wish to impose a duty [of good faith] they must do so expressly’ (Mid Essex Hospital Services). However, the courts may be prepared to imply a duty of good faith in some instances, either by applying a conventional approach to the implication of terms or, as appears from the decisions in Yam Seng Pte Limited v International Trade Corporation and Bates v Post Office Ltd, in...

Good faith in construction contracts

This Practice Note considers if and when a duty of good faith may be implied into a construction contract, and also looks at some of the standard form construction contracts which contain express obligations to act in good faith, including their effect on the parties’ obligations.It is a long established principle that there is no general duty of good faith in English law (unlike many other legal systems). There are only very limited categories of contract where such a duty applies, including certain insurance and employment contracts and fiduciary relationships.A universal duty to act in good faith will not therefore automatically be implied into a construction contract. Several standard form construction contracts include express obligations to act in a spirit of good faith, but, as this Practice Note considers, it is likely that this would only have limited effect on the parties’ obligations.The case of Yam Seng seemed as if it might open the door to introducing a general implied duty in commercial contracts for the parties to act in...

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Deed of contribution—private M&A—share purchase

Deed of contribution—private M&A—share purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set...

ET3 grounds for resisting claim—detriment: protected disclosure to employer

ET3 grounds for resisting claim—detriment: protected disclosure to employer [Insert in para 6.1 of claim form ET3:] 1 It is denied that the[ First] Respondent subjected the Claimant to a detriment within the meaning of the Employment Rights Act 1996, section 47B(1)[ and/or that the[ Second] Respondent subjected the Claimant to a detriment within the meaning of the Employment Rights Act 1996, s 47B(1A)] as alleged or at all, or that the Claimant is entitled to the relief claimed, or any relief. 2 At the time when the Claimant made his disclosure, he could have had no reasonable belief that: 2.1 [a criminal offence had been committed AND/OR 2.2 there was any failure to comply with a legal obligation AND/OR 2.3 the health and safety of any person was, or was likely to be, endangered] 2.4 there was, or was likely to be, any concealment of any information relating to[ any of] the above matter[s]. 3 At the time when the Claimant made his disclosure, he could...

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Can a landlord change from one letting agent to another during the course of the tenancy?

Can a landlord change from one letting agent to another during the course of the tenancy? The starting point for any contractual dispute is always the wording of the contract. In this Q&A, the first question is: does the contract permit the landlord to terminate the contract with the letting agent? And, if so, on what terms? Where the landlord is an institutional landlord and, in effect, has as much bargaining power (or more) than the letting agent, the issue is purely one of contract. Accordingly, if there is no clear termination provision, or the termination provision is fettered (eg it cannot be exercised while the property is occupied by a tenant introduced by the letting agent), or there is a fee payable by the landlord whether or not the contract is terminated, it is purely a matter of contract whether the landlord can terminate the agreement. Accordingly, the true construction of the contract will determine the outcome—and, in this connection, there has been a notable swing in recent years...

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Digital Markets, Competition and Consumer Act 2024—what can we expect from the CMA?

Commercial analysis: 2025 is set to be a busy year in UK consumer protection law. With the Competition and Markets Authority (CMA) issuing its annual plan for 2025/2026 (the Plan) on 27 March 2025 and its new powers to enforce consumer protection law under the Digital Markets, Competition and Consumer Act (DMCCA 2024) to commence in April 2025, what do you need to know? In this article, Richard Shaw, partner, Merieke Datema and Alexandra Hildyard, counsels, and Anna Blest, knowledge counsel, at Bryan Cave Leighton Paisner LLP provide key takeaways from the CMA’s final guidance on the overhauled consumer protection regime and comment on the key areas where the CMA will shine its enforcement spotlight.

Employment weekly highlights—17 April 2025

This edition of Employment weekly highlights includes: (1) an ET claim over a military reservists right not to be subjected to a detriment under the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, (2) the closure of the Cabinet Office consultation on reforms to the Civil Service Compensation Scheme, (3) commentary from Dr Michael Foran, University of Glasgow, and Joanne Moseley, Irwin Mitchell LLP on the Supreme Court decision that the words ‘sex’, ‘woman’ and ‘man’ under the Equality Act 2010 mean biological sex, biological woman and biological man, (4) an analysis of the Information Commissioner’s Office (ICO) guidance on anonymisation and pseudonymisation by Alex Jameson and Steph Ong of Bird & Bird, (5) the temporary closure of the Manchester ET office at Alexandra House, (6) the publication of the Practice Directions on the presentation of claims, responses and statutory appeals which take effect from 21 May 2025, (7) updated guidance from the Courts and Tribunals Judiciary on the use of artificial intelligence (AI), (8) the IRLR highlights for...