A recent Court of Appeal decision illustrates the dangers for businesses of relying on conversations and unsigned draft agreements.

The case underlines the importance of ensuring that key contractual provisions are always documented, especially those as fundamental as a termination right.

You should always take legal advice if you are negotiating a large or unusual contract, but this checklist highlights the key issues to consider when negotiating contracts on behalf of your business.

Often, the most effective way of realising value from the assets of a company in administration is to sell its business as a going concern. The High Court has recently held that a clause in a sale contract that provided for any liabilities of the seller or the administrator to rank as an unsecured claim against the seller (rather than, for example, as an expense of the administration) was valid and effective. It is the first time that the court has considered the effectiveness of such a clause (which is a common feature of administration sale contracts). The effectiveness of the clause means that a buyer will typically have limited recourse should the administrator or seller breach their obligations under a sale contract. This underlines the need for thorough due diligence and for the buyer to take responsibility for as much of the process of perfecting the sale as possible.

This checklist sets out the key employment issues a buyer should consider before buying a business that is in administration.

The London 2012 Olympic Games will be held between 27 July and 12 August 2012.

This checklist highlights some of the issues businesses may need to consider before the Olympics start.

It is not uncommon for a business to sponsor students to advance their training, particularly where there is an expectation (or commitment) that the student will work for the company at the end of the course. An Employment Appeal Tribunal (EAT) decision has confirmed that these type of arrangements are unlikely to be considered to be contracts of employment if the primary purpose of the arrangement is training and education.

In this case, the EAT had to consider whether a contract to sponsor a former apprentice during a university degree was a contract of employment entitling him to claim unfair dismissal, or a contract which would not give him statutory employment rights. The EAT held that there was no dismissal when the sponsor refused him full-time employment following his withdrawal from the degree.

This checklist explains the significance of the distinction between an employee, a worker and a self-employed contractor. It also sets out the factors that will be considered by an employment tribunal when deciding whether an individual is an employee or self-employed.

A Court of Appeal decision has confirmed that, if a business if offering services to the public, it must offer those services in a non-discriminatory way.

The court held that a hotel had discriminated against gay civil partners on the grounds of their sexual orientation. The court said that only heterosexual married couples could comply with the hotel’s precondition for letting double rooms only, because gay couples could not marry. Therefore, the hotel directly discriminated against homosexual couples.

This checklist sets out the duties a business owes to members of the public when they are provided with goods, services or facilities. It is aimed at non-lawyers and is designed for practice development purposes only. 

A recent High Court decision will have implications for tenants who are considering exercising a break clause in an existing lease. The court held that a tenant owed default interest on late payments under a lease, even though the landlord had not issued any demand for default interest.

This checklist highlights the practical issues a tenant should consider before exercising a break clause.

The government has confirmed that, subject to two exceptions, mandatory online filing of VAT returns will be extended from 1 April 2012. Currently, only businesses with an annual turnover of £100,000 or more must file VAT returns online. All VAT registered businesses will now need to file VAT returns online for VAT accounting periods beginning on or after 1 April 2012.

A High Court decision illustrates the importance to employers of having effective restrictive covenants, appropriately drafted to an employee’s role, to protect their business. The restrictive covenant in this case stated:

“During your employment with Customer Systems (CS) and for a period of one year afterwards you undertake not to be employed directly or indirectly by any present or past customer of CS with which you have been personally involved in the course of your employment by CS.”

This checklist explains what restrictive covenants are, when they are likely to be enforceable and how they can be used in employment contracts to protect your business’ interests. 

Online reviews are now widely used by many businesses and there are concerns that non-genuine reviews, particularly those from competitors, are misleading consumers and can cause damage to businesses.

This checklist sets out how your business can comply with its obligations under consumer protection legislation.

This checklist highlights the key legal obligations your business should consider when dealing with personal data about:

Customers, Suppliers, Employees and any other individuals who you may encounter in the course of your business. 

The Court of Appeal has provided a useful practical illustration of the difference between the rescission of a contract and its discharge by breach, and the impact the distinction can have on the amount of damages that a claimant can recover.

The court held that rescission was unavailable when a seller failed to comply with his contractual obligations to lay new, separately metered, electricity and mains water supplies to a property within six months after completion. However, the buyer was entitled to accept the seller’s repudiatory breach and treat the contract as at an end. The buyer was entitled to recover damages for the losses he had suffered as a result of the seller’s breaches, but was not entitled to be put back in the position he would have been in, had the contract never been entered into.
 
This checklist sets out the main remedies available to your business for breach of contract. 

The Senior Courts Costs Office has held that an after the event (ATE) insurance premium of more than £9 million was recoverable in full from the defendants in the Trafigura litigation. The decision establishes that the principles governing the recoverability of ATE premiums apply regardless of the sums involved.

This checklist explains what after the event (ATE) insurance is and highlights its main advantages and disadvantages for your business. 

Businesses may be interested in a number of recently-launched intellectual property (IP) initiatives. The government has announced that it will be introducing a new small-claims service for IP cases in the Patents County Court. The new process will limit fixed costs and allow damages of up to £5,000 for each case. The Intellectual Property Office (IPO) estimates that around 150 firms will benefit from the service every year.

This checklist highlights the key IP rights businesses need to be aware of.

A company had appointed a contractor to carry out works to a listed Victorian manor house. The parties could not agree the sum due to the contractor and the parties each commenced proceedings. Following an exchange of written settlement offers between the parties’ solicitors, the parties’ managing directors spoke by telephone to try to settle the dispute. After the conversation, the contractor asserted that the parties had reached a binding settlement, but the company denied this. The court ruled that, as a result of the conversation, the parties had orally agreed that the company would pay the contractor £275,000 in full and final settlement.

This checklist highlights the factors a business should consider when it is thinking of settling a commercial dispute.

Manufacturers are under no obligation to offer a guarantee for goods. However, if a business does offer one, this will create a legally binding contract between the business and the consumer. A business may want to offer a guarantee because it promotes the product, sets it apart from similar competitor products in the marketplace, helps establish the business as a reputable and reliable manufacturer.

This checklist sets out the legal obligations your business owes to a consumer if you offer a manufacturer’s guarantee with your goods.