Duties of care to joint venture partners
Nov 2013 This is the first case in which the Court of Appeal has ruled on the potential duties owed by a director of a joint venture company directly to one of the contractual joint venture parties (one which is not a shareholder in the joint venture company)...
The importance of having well-worded exclusions and limitations of liability in your contracts: recent case
Oct 2013 This case is a good reminder of the usefulness and effectiveness of having well-worded exclusions and limitations of liability in your contracts. It also flags the point that it is perfectly possible and acceptable in contracts for supply of goods or services to set out time limitations on bringing claims under contracts. (Such time limitations are very common in the context of business sales, but are seen less often in other contracts.)...
Importance of the expression ‘subject to contract’
Oct 2013 Whether you are negotiating a commercial agreement or the settlement of a commercial dispute, if you don’t want your offer or acceptance to be legally binding unless and until various other issues are addressed and agreed, you should make it very clear in writing. But you do not need to go into great detail setting out the kinds of things that still need to be agreed. All you need to do is use the magic expression ‘subject to contract’...
Guarantees: are they enforceable if your co-guarantors don’t all sign?
Oct 2013 When banks ask for guarantees, their documents tend to be pretty watertight so they are hard to escape from. But did the bank here manage to slip up?...
Do directors have a duty to avoid paying tax?
Sept 2013 What with all the recent press and public criticism of some well-known companies’ tax avoidance arrangements, company directors might be getting confused as to where their duties lie. Are they allowed to try to find legal means to minimise their tax bill? Do they have to?! Do they owe duties to their shareholders to try to distribute fewer profits by arranging their company affairs to pay as much tax as HMRC would clearly like them to pay?...
Are businesses allowed to bully?
Sept 2012 Some businesses like to bully other businesses into agreeing contracts. Usually this is allowed – the bigger stronger player or the one with the other up a barrel has more commercial muscle and is generally allowed to use it. But you can sometimes go too far, as shown by a recent case...
What’s the difference between a guarantee and a performance bond?
Sept 2012 It’s not always totally clear whether a particular document is a guarantee or a performance bond. Many guarantees include wording such as ‘we guarantee as primary obligor’, which is a bit inconsistent – you are either guaranteeing something or you are the ‘primary obligor’, ie the person with the primary obligation. A recent case made clear that you need to be very specific if what you want is a performance bond rather than a guarantee...
Do guarantees have to be signed and in writing? What about emails?
Sept 2012 Since I started in the law, and indeed since some 288 years earlier, the 1677 Statute of Frauds has required that a guarantee needs to be signed and in writing...
Confidentiality Agreements – Ten Top FAQs
Dec 2010 What it says on the tin....
Business models – Franchises
Dec 2010 All you wanted to know about franchising...