Managing Liability & Risk

Contract Terms

Managing Business Risk and Terms of Contracts
Business contracts may be used to improve on the general law and the rights of the parties to the contract. In this feature, we discuss management of intellectual property rights and how better rights may be obtained in business contracts.

Corporate Management

Directors' Duties

Company Directors’ Liability for Company Cheques and Presentation
Company directors may have personal liability for company cheques in circumstances where cheques are unpaid on presentation

Fraud & Deceit

Fraud & Dishonesty

Fraud, Dishonesty and the Tort of Deceit
The tort of deceit, which is used for legal claims involving fraud, is available to claimants wishing to assert that they have suffered damage as a result of reliance on lying and/or dishonest words or conduct

Contract Management

Contract Terms

Variations and Changes to Price in Commercial Contracts
Planning for changes and variations of prices of the course of a long term contract requires flexibility to be built in to a commercial contract.

Contract Management

Contract Terms

Liability for False Statements – Misrepresentation at Law in England
A false statement may taint the formation of a contract, giving rise to a right to damages and other remedies in English law.

Contract Management

Contract Terms

Substantial, Material and Fundamental Breaches of Contract
Business contracts may name different thresholds for breach which give rise to a right to terminate in the document. Superior courts have considered the meaning of these different standards, which include 'fundamental breach', 'substantial breach' and 'material breach'. In this article, we consider the meaning of these terms in the context of commercial contracts.

Contract Management

Contract Disputes

Remedies: Breach of Contract
In this article, we step though the remedies for breach of contract in the UK: damages; specific performance; injunctions; restitution, amongst others

Contract Management

Contract Disputes

Bringing a Contract to an End in the UK
Breaking up can be hard to do. Commercial contracts sometimes create difficulty in when a party wishes to terminate; this may be avoided with a modicum of foresight and contemplation of what might happen in the event of fallout between the parties at the outset of the contract.

Contract Management

Contract Terms

Termination Clauses and Notice under UK Contract Law
Termination provisions of a contract set out the means by which a party may bring a legally binding contract to an end. The Court of Appeal considered whether service of notice of termination led to an automatic termination of the contractual obligations between the parties.

Contract Management

Contract Terms

Difference between Privity of Contract, Novation and Assignment under UK Law
It is important to appreciate limitations of contract law and the principles developed over course of the last hundred years, which are just as applicable today as they were when created.

Contract Management

Contract Terms

The Law of Mistake in the UK
Where the parties to a contract operated under a mistake when entering into the contract, the contract is voidable, or in certain circumstances, void.

Managing Liability & Risk

Contract Terms

Exclusion Clauses in Contracts
Exclusion clauses partly seek to exclude or limit their liability under the contract, by expressly stating that liability will not arise in a party or will be limited for a number or all defaults under the agreement on their part.

Contract Management

Contract Disputes

Commencing Performance of a Contract prior to Concluding Contract Terms
Companies are frequent caught out by providing services prior to finalising contractual terms. In cases such as these, a court has regard for the contract - which is the legally binding agreement - when disputes arise the contract has been entered into.

Setting up in Business

Debt Recovery

Liability of Salaried Partners in Partnerships
Salaried partners may be liable for the debts of the partnership in certain circumstances, says the Court of Appeal

IP Ownership

Intellectual Property Protection

Part VI – Protecting Confidential Information & Trade Secrets - Suggestions to Improve Prospects of Success
Suggestions and tips to increase the likelihood that a court will enforce protection of confidential information and trade secrets.

Information Theft

Contract Disputes

Part V – Intellectual Property Rights and Employee Competition - Conclusion
The conclusion to our five part series on competition from ex-employees and ex-consultants against former employers

Industrial Espionage

Intellectual Property Protection

Part IV – Intellectual Property Rights & Post Employment or Contractual Relationships
Legal proceedings including passing off, misuse of confidential information and trade secrets, conversion and detinue, and copyright infringement may be available to protect against use of information where the factual matrix fits the cause of action.

Restraints of Trade

Restrictive Covenants

Part III – Post-Contractual Restrictions - Restrictive Covenants
Properly drafted restrictive covenants create a legal means to prevent employees and freelancers from competing against their former employer for a limited period.

Information Theft

Confidential Information

Part II – Information Protected During the course of Employment
Information may be protected as trade secrets, which prevents an employee or freelancer from using the information after their engagement has ended.

Information Theft

Ex-employee Competition

Protecting Intellectual Property - Preparing for Competition from Employees and Consultants
Legal measures may be put in place to maximise the prospects of success against information theft and industrial espionage by ex-employees and consultants.

Asset Management

Regulatory Compliance

Disposing of Waste Electrical and Electronic Equipment
Disposal of waste material is set to become a regulated activity, requiring manufacturers to produce electrical equipment responsibly.

Contract Management

Contract Disputes

Commercial Contracts and Economic Duress
Duress may be claimed commercial enterprises that are victims of illegitimate threats and unfair pressure that affect economic interests.

Contract Management

Contract Terms

Terms of Contract and Penalty Clauses in English Law
Contract terms requiring a person in breach of contract to pay a sum of money may be a penalty clause or a liquidated damages clause. Several tests and presumptions have been developed over time that allow some clarify in making an assessment as to whether a contract term will be a penalty.

Contract Management

Contract Disputes

Briefing Note - Legal Binding Agreements and Verbal Contracts
The terms of legally binding agreements may be in writing or formed by verbal statements or conduct of the parties. The article examines some of the legal requirements of binding agreements and the difficulties with verbal contracts.

Data Protection & Privacy

Data Protection

Data Protection Case – Leave to Appeal Refused
A consideration of what amounts to personal data under the Data Protection Act 1998.

Contract Management

Contract Terms

Checklist for Software Licence Agreements - Software Licence Agreements and Software Development Contracts
This article contains a basic checklist of clauses that may be included in software licence agreements.

Contract Management

Contract Terms

Termination and its Consequences - Software Licence Agreements and Software Development Contracts - Part 9
In this the ninth in the series, our solicitors consider termination clauses and the consequences of termination in software development contracts and agreements.

Contract Management

Contract Disputes

Liquidated Damages and Penalty Clauses - Software Licence Agreements and Software Development Contracts - Part 8
In this eighth part of a series, we consider penalty clauses which may unenforceable at law in software development contracts and agreements. The purpose of such contract clauses is to avoid the need for a judge to quantify the actual damage caused by the person in breach.

Contract Management

Contract Terms

Acceptance Testing - Software Licence Agreements and Software Development Contracts - Part 6
In this sixth part of a series on software licensing, our solicitors consider factory acceptance testing and user acceptance testing as part of the software development lifecycle.

Taxation

Companies: Internal Governance

Briefing Note - VAT Registration and Recovery of VAT
Registration for VAT can only be refused in limited circumstances by Customs & Excise. One of these is where economic activity is not taking place.

Contract Management

Contract Terms

Briefing Note - Infiltration of Viruses and Insurance Contracts
A brief consideration of the coverage of insurance contracts over data loss and corruption and the implications of failing to ensure the insurance contracts are adequate.

Taxation

Companies: Internal Governance

Briefing Note - Taxation and Wording of documents in the Purchase of Shares
Careless wording of documents in the purchase of shares may have unexpected taxation consequences.

Maternity Benefits

Employment Law

Changes to the Laws Regarding Maternity, Paternity and Adoption Pay and Leave
Statutory maternity, adoption and paternity pay and allowances rates have increased in April 2005, following a change in the method of calculation of the allowances.

Harassment

Employment Law

Vicarious Liability for Harassment
An instance of vicarious liability recently before the UK Court of Appeal.

Sick Leave

Employment Law

Workers on Long-term Sick Leave and Statutory Holiday Entitlements
The recent decision of Ainsworth & Others v Commissioners of the Inland Revenue before the Employment Appeal Tribunal deals with sick leave benefits.

Intellectual Property Rights

Regulatory Compliance

The Copyright and Related Rights Regulations 2003
These Regulations introduced new rights that render copyright technology neutral, narrow fair use defences to copyright infringement, and introduce a regime for digital rights management systems.

Defamation

Libel & Slander

ISPs, Internet Defamation and Intellectual Property Rights Infringement
When publishing online, ISPs should take care to manage intellectual property rights and defamation liability.

Defamation

Intellectual Property Protection

ISPs, Internet Defamation and Intellectual Property Rights Infringement
When publishing online, ISPs should take care to manage intellectual property rights and defamation liability.

Contract Management

Contract Terms

Online Contracting in the UK
A synopsis of the law relating to online contracts in ecommerce in the UK.

Gambling

Regulatory Compliance

Online Gaming and Advertising in the UK - Now and the Future
The policy on online gaming is about to experience a dramatic policy change in the UK, making advertising more assessable to business, with online gaming business to become available on UK mainland.

Data Protection & Privacy

Data Protection

Meaning of Personal Data under the Data Protection Act
The meaning of personal data is essential to complying with access requests for personal data by data subjects. The Court of Appeal considered the meaning of personal data in the Durant Case.

Ecommerce

Regulatory Compliance

Unfair Contract Terms - Application to Technology and Software Contracts
An explanation of the application of unfair contract terms in B2B and B2C contracts in the UK.

Ecommerce

Regulatory Compliance

Briefing Note - Unfair Terms in B2B & B2C Terms of Business
The application of unfair terms in consumer contracts to B2B and B2C terms of business agreements under UK law.

Contract Management

Regulatory Compliance

Regulatory Compliance Briefing Note - Online Auctions & Consumer Protection
The application of sale of goods legislation to online auctions and aspects of management of terms of business agreements.

Contract Management

Regulatory Compliance

Regulatory Compliance Briefing Note - Implied Terms in Business Contracts for the Sale of Goods
A synopsis of some of the legislation applying to online B2B and B2C sales of goods contracts and agreements.

Ecommerce

Regulatory Compliance

Briefing Note - The Application of the E-Commerce Regulations to Suppliers & ISPs
The E-Commerce Regulations require information to be provided to customers in B2B transactions and regulate the liability of Internet service providers (ISPs).

Outsourcing & Procurement

Contract Terms

Briefing Note – Outsourcing Services – Key Considerations
Discussion of technology issues to consider in outsourcing contracts, including staffing, network availability, service levels and service level compensation.

Contract Management

Contract Disputes

Rectification of Contracts
Rectification is a remedy whereby a court amends a contract due to a mistakes in contracts between the parties.

Data Protection & Privacy

Regulatory Compliance

Briefing Note - Security of Personal Data and the Requirements of the Data Protection Act
Some clarity on the application of the security principle under the Data Protection Act.

Outsourcing & Procurement

Contract Negotiation

Briefing Note - Outsourcing Software & Hardware Maintenance and Support
Disaster recovery, employees, change control, ownership of assets and non-competition provisions are worthy of consideration in outsourcing of technology projects. The annual ITtoolbox Outsourcing Survey (2004) found that cost saving (38%) and the need for technology, skills and equipment (21%) were the most important factors to companies looking to outsource processes.

Contract Management

Contract Terms

Sources of Implied Terms
Implied terms form part of a contract although they do not form part of the express written terms of a contract...

Contract Management

Contract Terms

Contracts & Disputes: Importance of Implied Terms in Contractual Disputes
The interpretation of obligations in contracts and contractual disputes may be dramatically effected by implied terms.

Contract Management

Contract Terms

Web Sites, Search Engine Optimisation Services and Exclusion Clauses
A short overview of obligations in search engine optimisation contracts.

Data Protection & Privacy

Regulatory Compliance

EC Directive on Privacy and Electronic Communications 2002
The EC Directive on Privacy and Electronic Communications 2002 creates obligations on business to implement mechanisms to manage privacy in the UK.

Gambling

Online Gaming

e-Gaming and Online Betting - a Paradigm Shift
The rise and rise of online e-Gaming and betting in the UK is set to change with major amendments to betting law set to come into effect...

Accounting Requirements

Companies: Internal Governance

Briefing Note - Auditor's Liability to be Limited
Auditors are to be permitted to limit their liability in a statement by the Minister of State to Parliament

Buying a Business

Share Transactions

Briefing Note - Buying a Business and Sales of Shares
Business assets may be purchased by a acquiring the shares or a direct purchase of the assets. Some considerations for the purchaser and vendor.