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...
Drafting: A pedantic article about commas
March 2016 Years ago, legal documents didn’t have much punctuation, and they didn’t use commas and stops, let alone colons, to draft things. I’ve no idea how they managed. More recently (like, in the last century or so) things have changed and punctuation has become important. So, how important are commas? Some commas aren’t really needed and are just a matter of style and you can do without them (like when I wrote ‘like, in the last century or so’, above, (or when I wrote ‘century or so’, above’ above…), or when I wrote ‘so, how important are commas’ above) (brackets can be quite important too). Others are rather important. There are rules as to how to read commas (and the lack of them), but they can be rather grey. Confusion over commas (and the lack of them) is now probably the biggest cause of dispute over the interpretation of contracts. A recent case is a good example...
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...
Completion Accounts in acquisitions – what does ‘Accounting policies adopted in the Accounts’ mean? (Accountants out there may be surprised at this)
April 2015 Many share and asset sale deals require a price adjustment to be made based on a set of completion accounts which needs to be drawn up. As everyone knows, a set of accounts will usually tell you what the company and its accountants want to tell you. So it’s important for both sides to set out as clearly as possible in the sale agreement how the completion accounts should be prepared and how any adjustments to the price should be worked out...
A few things you may not have known about the law relating to confidential information
April 2015 People often ask me to put together confidentiality agreements/non-disclosure agreements (NDAs) for them. A recent case is a good example of how the courts can apply the law. Would you have guessed the decision?..
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...