Law and faith
What does the expression ‘good faith’ mean when you put it in a shareholders agreement?
The importance of checking your contracts
12/6/18 3 related articles here...Whilst it’s nice to be able to put a written business contract away in a drawer once it’s been negotiated and signed, a few recent cases highlight the importance of making sure you carefully read and follow any procedures they may provide for.
How much do professional advisers have to care for their clients?
Jan 2018 Professional advisers out there will be pleased to know that a number of recent cases have confirmed that they do not have to care too much about their clients. In one recent High Court case,..
Restrictive covenants case – form over substance
July 2017 A case about what I think is quite a silly way for the law to treat restrictive covenants...If you are entering into a business deal with someone, whether they are selling their business to you as part of which you are expecting to take over their customers, or providing services to you as part of which they could get to know your customers, you might well want to add a ‘restraint of trade’ or ‘restrictive covenant’ clause to your contract saying that after your business deal has ended they must not try to steal your customers or compete with your business. There is a whole lot of law about whether such clauses will be enforceable or not...
Penalty clauses – English penalties will be missed
Nov 2015 Apparently for the last 100 years we have been getting a law wrong. This law says that a clause in a contract which sets out in advance the consequences of a breach of contract will be unenforceable if it is extravagant, exorbitant or unconscionable. It is one of the few exceptions in UK law to the principle of freedom of contract...
Patent Box: things to think about
Nov 2013 Whilst I promised not to write too much about tax – it’s really not my specialist area – there are one or two things worth thinking about in relation to how you can go about business to take advantage of the new Patent Box regime...
Restrictive covenants – just another case on not asking for too much from your employees
Nov 2013 As an employer you don’t like training an employee up, giving him access to customers and confidential information, letting him develop relationships with other staff, and paying him a nice salary, only to see him leave you to set up a competing business, take some of your staff with him, solicit your customers using your customer lists and use your confidential information to help him compete with you. So you put restrictive covenants in his employment contract saying he can’t do any of this for a few years after he leaves. Seems fair enough? A recent case helps to remind us that it is not as simple as this...
Is a director or employee thinking of leaving your business to go into competition?
Feb 2012 This recent High Court case clarified the position where a director or senior employee without restrictive covenants in his contract is planning to leave his company and to set up or go to work for a competing business...
Expert determination of fair value – Cream Holdings case
Feb 2012 Where a number of people go into business together using a company , they normally (should do anyway) have provisions in the company’s Articles of Association or in a shareholders agreement saying what happens if one of them leaves...
Guarantees – be careful!
Feb 2012 Most contracts you enter into can be terminated one way or another. They usually have inbuilt provisions saying that they last for a certain period or that the parties can terminate by giving a period of notice. And if they don’t the law is usually that either side can terminate by giving whatever notice period is ‘reasonable’. Guarantees often aren’t like that...