Author Archives: admin

Wome and stress at work

Posted on by
Reply

A recent survey has suggested that over a million women are self-medicating in order to deal with stress at work. Perhaps this comes as no surprise due to the fact that over half of 13 million women who work are kept awake at night because of work-related stress, with 6 out of 10 women stating that it also has a negative effect on their sex lives.

Further statistics reveal that 1 in 10 women have been made redundant in the last year alone, and 49% believe that it is too risky to switch jobs at the moment. 8 of 10 women have admitted to flirting with a male boss in order to gain a promotion, and 25% have even admitted to flirting with a female boss if they believe it will help them get a promotion.

A Grazia survey also highlighted that a third of women believe that the recession has caused the office environment to become a lot harsher and what many would describe as ‘bitchy’. Some women are so desperate to escape this, yet cannot afford to quit or lose their jobs, and so have even considered having a child so they can take maternity leave to get away for a bit. This is quite clearly a short-term solution, and no woman should decide to have a child purely because current working conditions are unfavourable.

These figures paint the employment market in a very unfavourable light, highlighting the issues many women have to face when trying to earn a living. Some unfortunately do turn to medication as a mechanism of coping with the stress. In a workplace that is plagued with discrimination, direct and indirect, with plenty of gender stereotypes and where unacceptable social behaviour can sometimes be the norm, these women are the ones who struggle to find a way to cope. Furthermore, an important point to note is that many women are criticised in the workplace if they appear too ‘emotional’, or too ‘sensitive’. The same can be said for those who skip after-work social events in favour of going home to be with their families. These women often feel they have to conform to a type of machismo-style form of behaviour, often losing themselves and their identity in an attempt to keep up with their fast-paced work environments.

Changing your behaviour in order to keep your head above work can have some serious consequences, particularly on your psychological health. Women who find they have to act in this certain way at work often find that it affects their personal lives, and their relationships with their friends and families. It becomes something which cannot be ‘turned off’, and instead the people who are behaving in this way find it harder to relax, become agitated over the smallest of issues, and are easily irritated and frustrated.

Despite the dismal figures however, 2/3rds of women actually believe that success comes from a job you love and are passionate about, rather than a job you are just working in for the money. There is therefore some hope, and women should be encouraged to seek help if they find themselves in a similar situation. Sometimes professional help can do wonders. If you are suffering, but do not want to confide in anyone at work, it is easy and simple to get advice from your GP, or from a private counsellor. There is no need for this to appear on your work record. Self-medicating is never the answer.

Legal website makeovers

Posted on by
Reply

A presence on the net for law firms, just like all businesses, has become increasingly important. But just having a site and leaving it, with a small amount of bland content, isn’t an option if you want to be more than just a brochure site that people visit if they are existing clients or you give them your business card.

In the ever more competitive online market, it’s imperative to think about what your website says about you, to connect the site to people and social media and to add useful content on a regular basis. We all make judgments quickly about whether we may want to do business with people and organisations we see online, so these things matter.

Don’t forget also that the user experience is important, or as web marketeers describe it, the customer journey. can a visitor easily find related pages or blog posts, can they get to your contact page within a few clicks maximum ? If they can’t, don’t expect great results.

A good example of a recent site revamp we really like is Darlingtons business law site. It’s a very clean and clear look, it’s easy to find your way to what you want and overall the site looks professional.

What do you think of this site ? If you like it, why, if not, why not ?

 

 

 

 

Estoppel – what does it mean ?

Posted on by
Reply

Estoppel is a doctrine which prevents an individual relying on a promise/set of facts which occurred after they made an original promise/agreed upon a set of facts in a given scenario.

The doctrine normally applies where there have been 2 contradicting promises/statements between parties, with the result that the original promise is taken to be the truth. In essence therefore, it prevents a defendant from relying on a set of facts that are contrary to his/her original actions (or statement).

There are different types of estoppel, but all are used to achieve the objectives outlined above. Broadly speaking, estoppel can be used to provide a defence for a cause of action, or pursue a new cause of action. They can also be used less directly, having an impact on evidence which has been submitted in the process of a cause of action. In the UK however, estoppel is more likely to be used as a defence to a claim.

What are the Requirements for Estoppel to be Used?

The first requirement to make out an estoppel is that there must have been a representation made. This can be either an active or passive representation. An active assurance could include a statement of fact, a promise, or even sometimes a simple belief. There have been cases where merely giving frequent statements to another, such as stating “this house is yours” was sufficient to be a representation. Passive conduct could even include silence. Passive conduct can be illustrated by a case where a couple let their son build a bungalow on their land, letting him believe it was his. This amounted to a representation. Although there are many ways a representation can be given, it is important to note that the context of each case must be considered. What amounts to representation in one case may not be sufficient in another.

If representation has been established, the next requirement for estoppel to be used is that the party the representation was made to must have relied on that representation. One of the most obvious ways of demonstrating reliance is if the party involved has acted to their detriment, because of the representation given to them. An example of this could be where someone looks after an elderly person, where land has been promised to them in return, this is enough to amount to a reliance on a representation. Another example could be where a person decorates or carries out repairs on a property, believing it to be theirs (or part theirs). It will be difficult to establish reliance if an individual would have carried out that action anyway, regardless of any representation made.

There must be a causative link between the representation by one party and the reliance by the other.

What Happens if the Court has finds estoppel?

If an estoppel has been made out, the court will stop the party who has been estopped from relying on any facts/promises which are contrary to the true representation.

However, the exceptions to this are if two specific types of estoppel are use: proprietary estoppel and equitable forbearance. These can grant substantive rights (instead of being used as a defence). This is used where a promise has been made and it would be unfair to go back on that promise, despite any original agreement/promise. It must be inequitable to allow the person who made the promise to retract their statement.

Once a party has been estopped, the court then continues its proceedings based on the facts the way they have been represented, rather than the true state of affairs. Any outcome/decision is therefore based on this representation.

Damages – contractual damages

Posted on by
Reply

Damages are a common law remedy, pursued where a contract has been breached. Depending on the type of damages you pursue, the amount you will receive will vary. Damages are used to compensate an individual for loss they have suffered. It is important that the loss suffered, which damages are being sought for, are a result of the other party’s breach of contract. Depending on what head of damages you pursue, you may not be able to recover all your losses suffered. If there has been a breach of contract, but no loss has been suffered by a party, any damages awarded could be nominal.

As a general rule, the aim of damages is to put the party who has suffered loss back in to the position they would have been in had the contract been properly performed. This is known as ‘expectation loss’.

Expectation Loss

If the contract was regarding particular goods, the damages awarded will usually be the difference in cost between the value of the goods supplied/expected (or the cost of repairing the item), if pursuing on an expectation loss basis. If the contract involves the provision of services, damages under this head will normally be the cost of putting the work right.

If the party has incurred lost profits, these are normally recoverable, providing these are sufficiently certain profits, and not onerous/uncertain.

Reliance Loss

The aim of damages on a reliance loss basis are to put the party who has suffered loss back in to the position they would have been in had the contract never been performed. This is often the best type of damages to pursue where the quantification of loss suffered is too uncertain. If you have suffered expenses due to a contract, which has then been breached, these losses will normally be covered under this head of damages.

An example of uncertain profits could include where had a contract been performed to produce a TV show, which was then breached. It would be difficult to quantify just how much profit (if any) would have been made from the show.

Restitutionary Damages

Restitutionary damages are a newer head of damages which are not based on the amount a party has lost due to a breach of contract. This is head of damages which is less common. In order for there to be an award of restitutionary damages, there must be a deliberate breach of contract, with the claimant establishing difficulty showing financial loss. The claimant must also have a legitimate interest in preventing the defendant’s profit-making activity.

Types of Damages: What can I Claim for?

Damages can be used to claim for a lost opportunity (subject to certain conditions). However, damages cannot be awarded for disappointment or distress, unless one of the exceptions applies. Exceptions include where the contract’s purpose is to provide pleasure (for example holidays). This does not have to be the sole purpose of a contract, just a significant part of it. Another exception is where a party has received a non-financial benefit; in these situations the court can grant an award for this benefit. This will normally be a lesser sum of damages.

Other Requirements for Damages to Succeed

In order to successfully be granted damages, the loss suffered must not be too remote from the breach of contract. Damages must therefore arise naturally from the breach, or be in the contemplation of the parties at the time the contract was entered into. Attempts to claim for damages for losing another lucrative contract as a result of the breach of the original contract will not be successful.

Another requirement for damages to succeed is that the party seeking damages must have attempted to mitigate their loss. This involves taking steps to minimise any loss incurred from the breach of contract. Even if the claim for damages is not successful, any expenses incurred can be claimed for.

If contributory negligence applies (i.e. where a party has contributed to the breach/their losses incurred), then a percentage of the damages awarded will be reduced for this negligence.

It is important to check whether a penalty clause has been incorporated into the contract. If a penalty clause exists, and it is defined by the courts as such, then despite stating a lower sum of damages awarded in the event of the breach, this will not be binding. If however, it is deemed to be a specified damages clause rather than a penalty clause, it will be binding. In order to determine what type of clause exists in your contract (if one does indeed exist), it is advisable to seek professional legal advice.

Charity law

Posted on by
Reply

Charity Law

Charity law provides the rules and guidelines with regards to setting up a charity and the subsequent operation of it. The law is embodied in the Charities Act 2006.

So what is a charity?

Well a charity is legally defined as an organisation run to benefit the public. Benefit is widely interpreted under the law, however the more commonly known benefits are in the form of finance, education, science, art, religion and race.

What are benefits of having charity status?

Charities have a special tax status. There are tax benefits from your organisation acquiring a charity status. The advantages include:

  • Exemption from corporation tax, income tax, capital gains tax. Albeit this is inapplicable where you choose to trade outside of the principal purpose of the organisation. For example taxable income include, royalties, estate income, government stock and bank interest;
  • You can recover an income tax that is deducted from donations or gifts made;
  • A donation made under a will after death is exempt from inheritance tax; and
  • Your organisation can benefit from substantial relief on business rates (tax on non-domestic property).

What are the main disadvantages to being a charity?

Although a charity is allowed to trade, there are restrictions. Charities are only allowed to carry out certain activities, which are considered charitable. A charity is not permitted to have political objectives nor be a part of political lobbying unless it is for educational purposes.

How do you set up and register your charity?

A charity is a voluntary organisation and is not set up specifically for the benefit of one individual but instead for the public at large. It therefore has a distinctive legal form and the law has to recognise the organisation’s objectives, goals and purpose as being charitable. Public benefit is at the centre of charity law. Thus the benefit should be identifiable as such.

Registering your charity is simple. It can be done online with the Charity Commission provided you have the following information:

  • The name of your charity
  • Details on your trustees such as their name and address i.e. the persons who will be responsible for running the charity
  • A document stating how your charity will be run
  • Evidence such as bank statements demonstrating yearly income will exceed £5000
  • Proof that the organisation will only pursue charitable work
  • Evidence that the charity intends to provide public benefit.

Do all charities have to register?

The answer to this question is no. Not all voluntary organisations are charities. A charity can only be registered as one if their primary is to benefit the public. It thus has to be a charity before it is registered. Registration merely acknowledges the charity status; it does not make an organisation a charity.

Not all charities have to register. Some are exempt because other government bodies regulate them or others are excepted. Charities that are except are still regulated by the Charities Commission. They can be investigated and approached for information on their activities.

How to operate a charity?

When running a charity you should bear in mind that you must adhere to and be acting within the ambit of charity law. You can do the following to ensure this:

  • Provide information to the body that is regulating you
  • Watch out when organising trading or other types of activities taking particular to make sure the activity is regarded as charitable
  • Manage and protect the property of your charity
  • Apply any income and property that belongs to the charity for purposes that are recognised as charitable only.

 The trustees run the charity and therefore have ultimate responsibility to ensure the charity is run in accordance with law and that legal obligations are met.

What role do governing bodies play?

 

Governing bodies ensure charities are run in accordance with law and ensure no illegal activities are being undertaken. They also provide support and help to charities. Regulators however are not permitted to act outside of their legal powers.

Trespass

Posted on by
Reply

Trespass

What is Trespass?

The main legal connotation of trespass is the act of entering another individual’s property unlawfully.

However, the law of trespass can encompass trespass against property, trespass against possessions (chattels) and trespass against the person.

The Trespass law is governed by the general area of law known as tort.

Although most cases of Trespass are treated as civil cases there are some cases which are treated as criminal including cases which involve illegal raves or squatters.

Examples of Trespass under Civil Law

Examples of Trespass against property include:

  • When an individual enters another individual’s home without being invited
  • When an individual refuses to leave a public place/area after it has closed
  • When an individual goes onto land without the owner’s permission, unless there is a right of way
  • When an individual is invited onto private property but is asked to leave and refuses
  • When an individual attends a function/concert for which he has paid for but then causes a disturbance and refuses to leave when asked
  • When an individual needs to access a neighbour’s land to carry out repairs on their own property but right of access is not stated in the title deeds, the individual has not issued the neighbour with written notification and that individual has not put in an application with the court for access
  • When an individual places objects of one description or another on private land
  • When an individual has permission to enter the land/property for a particular reason but uses the land for another reason
  • When an individual parks or abandons a vehicle on another individual’s land without permission

Other Forms of Trespass against Property

Other forms of Trespass against property include

  • Subsoil Trespass – The entry of land at any depth below that land
  • Airspace Trespass – The invasion of airspace at a particular height above the land
  • A part of a structure, tree or plant which overhangs the neighbour’s land, even if it has no adverse affect on the use of that land. The neighbour does have a legal right to remove branches, leaves or vines from the intruding tree or plant but these should always be returned to their rightful owner

Taking Action

When taking action against a trespasser the land/property owner will need to bear in mind that the intruder does have certain rights too.

The land/property owner can order the intruder to leave either in verbal or written form but this isn’t always successful and if the problem persists the land/property owner may have no choice but to seek legal action.

If the land/property owner decides to take legal action then he can apply to the court to take out an injunction against the intruder.

Most cases of Trespass will be dealt with under civil law but if the Trespass is of a more serious nature and includes damage to property or land, assault or burglary then the case will immediately become a criminal one for which the intruder will be prosecuted.

 

 

Protecting your Property

 

Land/property owners have a legal right to protect their property against intruders via the following means:

 

  • A land/property owner can have a fence or wall erected around their property or land but will need planning permission if the wall is intended to be over 2 metres high or 1 metre high if it borders a public footpath or highway.

 

  • A land/property owner can have a low voltage electric fence installed as a deterrent but would need to ensure that clear warning signs were displayed at all times.

 

  • A land/property owner can also have alarms fitted as well as appropriate locks and bolts to keep the intruders out.

 

However, a land/property owner also has a legal obligation to ensure that the land/property is safe and in a good state of repair otherwise he may find that he himself is prosecuted because an intruder suffered an injury whilst on the property/land in question.

 

A land/property owner should also note that, no matter how frustrating an occurrence or ongoing occurrence of Trespass can be, it is neither acceptable nor legal to use excessive force or violence against an intruder or to set traps or install broken glass into the tops of fences and walls as a deterrent.

Alternative dispute resolution

Posted on by
Reply

Alternative Dispute Resolution

Whilst in the past Alternative Dispute Resolution was seen as a compelling route to pursue, after a change in the Civil Procedure Rules it is now an obligatory consideration before taking a claim to Court. Parties who have refused to consider an alternative dispute resolution service, including mediation, could suffer adverse cost consequences at trial, even if they win.

The Civil Procedure Rules practice directions give four type of Alternative Dispute Resolution as an example. They are:

  • Discussion and Negotiation.
  • Mediation.
  • Early Neutral evaluation.
  • Arbitration.

Aside from each party having to consider the possible avenues to alternative dispute resolution, the Court will usually encourage the parties to use a route that the Court deems appropriate in that case. Neither party can be forced to do so, however it is greatly encouraged and the Courts have stated that all members of the legal profession who conduct litigation cases should as a matter of course, consider whether the case is suitable for Alternative Dispute Resolution. Only in family dispute matters are the parties now required to meet with a mediator to consider mediation before taking the matter further with the Court.

When considering which Alternative Dispute Resolution to utilise, each party must think which will be cheaper, quicker and will provide an outcome that they would be happy with.

Option 1 – discussion and negotiation

Often each party’s solicitors can discuss and negotiate their respective client’s position to try and come to a form of settlement. This can be beneficial because when using Mediation and it fails to settle it can seem as if additional time and costs were wasted. However if your solicitor is simply trying to negotiate whilst the matter proceeds, no further time is wasted and costs can be kept to a minimum. Additionally it is possible to arrange an around table discussion with the parties face to face which can be guided by each parties solicitor to help come to an agreed upon settlement.

Option 2 – Mediation

Costs of Mediation can vary depending on the type used. Community mediation is usually free, although some may charge a small fee. Civil and commercial mediation, however, can be high. The average cost can be around £1,500-£3,000 per party with both sides agreeing to pay their own costs.

Small claims mediation is now provided by the Courts for free. In these cases the small claims mediator contacts each party to arrange a face to face mediation if both parties are willing.

Mediation allows for each party to tell their story and have a neutral third party facilitate them coming to a solution to the dispute. The mediator usually encourages each party to consider their commercial or other interests, rather than their legal rights. With this the aim is for each party to compromise as they see it in their long term best interests to settle the matter. Signing an agreement binds the parties to it and it can be enforced by the Courts should problems arise.

It is advisable to use a mediator who is neutral, experienced and suitable for the job. It should be someone agreed by both parties, as they need to be someone who will be trusted by both.

Prior to mediation the parties will exchange case summaries for the mediator to familiarise himself with the case. At the beginning of mediation all parties will either first meet together or separately to provide the mediator with an opening statement outlining the key issues and then there will be private meetings in confidence between the mediator and each party wherein they will try and establish what is important to each side and where there can be room for compromise.  The mediator will then go from party to party endeavouring to bring the parties positions closer together until an agreement can be reached.

It is usual for mediation to last a full day, and some may take longer.

Option 3 – Arbitration

This is where both parties agree to put forward their case to an independent 3rd party who is experienced in the area to which the issue relates and whose decision each party will agree to be bound by.

An arbitrator will usually be a member of the Chartered Institute of Arbitrators and they will make a decision based on written evidence supplied by each party. If the parties cannot agree on an arbitrator, it is possible to ask the President of the Law Society to appoint an independent arbitrator.

Most arbitration schemes charge a fee and these range from a relatively low cost of £108 to a very high cost for an experienced arbitrator relating to commercial disputes.

There can be both benefits and risks in using an Alternative Dispute Resolution. Some of these are:

Benefits of ADR    

  • Mediation or negotiation can allow the parties to preserve an ongoing relationship, whereas going to Court can make a bad situation worse.
  • Alternative Dispute Resolutions can provide a wider range of outcomes whereas the Court is limited to a finding on facts.

Risks

  • There can be situations where there is an imbalance of power between the parties which can make face to face mediation unfair. In these situations a party may prefer to go to Court.
  • The case may call for urgent immediate legal remedy and therefore there is little time to negotiate.
  • Alternative Dispute Resolution processes are more informal and flexible in the way they deal with the matter. This can remove the stress that a Court hearing may bring the parties.
  • Mediation or negotiation can produce an agreement which both parties are happy with rather than a simple Court imposed decision. These types of agreement are more likely to work out in practice than those which are imposed.
  • Alternative Dispute Resolution can be a quicker and more affordable route than a full blown Court hearing.
  • Neither party can rely on legal or human rights in an Alternative Dispute Resolution process.
  • Arbitration will result in a legally binding decision which cannot be rejected, so there is no ability to take the matter to Court if you don’t like the outcome.
  • Alternative Dispute Resolution providers do not have regulation or a consistent quality standard to follow. This can make it hard to the parties or their advisers to choose a good service.

It should be stressed that everything said during an Alternative Dispute Resolution process is said in confidence and without prejudice. This will mean that it cannot be used against them should the matter eventually be taken to Court. However, it does not stop a party from bearing in mind any concessions the other side are prepared to make when assessing the strength of their case.

What’s different about personal injury claims ?

Posted on by
Reply

The legal market is a strange one at the moment – at the top end of the market are the “magic circle” legal practices such as Clifford Chance, Allen & Overy and others. These are the true corporate leviathans who tend to service the FTSE100 companies and undertake the international corporate work for very big corporates. Below this elite group of law firms are a further 300-400 firms who also generally undertake a mix of corporate and personal legal work  successfully. This leaves literally thousands of other small law firms who are struggling or really struggling as general law practices, but at the smaller end of the market, one niche, one sector, has stood out as a very successful and lucrative area. This is personal injury and it is somewhat ironic that these successful legal practices are often given a bad rap both inside and outside of the legal profession.

The fact is that personal injury lawyers know their market and their clients and they provide a genuine win-win solution for thousands of individuals each year who have suffered an injury through no fault of their own. Despite lingering suspicions from some quarters, and let’s face it, for whatever reason, clients are suspicious of lawyers, the vast majority of injury lawyers now offer a completely free service which, as things currently stand, also means that a claimant client keeps every penny of any damages received. No other area of law offers anything like this to a client, and no wonder the injury law practices are successful.

What also tends to separate the personal injury firms from many other small law firms, is that the injury lawyers understand marketing and that service levels and client perceptions are important. The vast majority of personal injury websites make it very easy and quick to find out if you are able to make a personal injury compensation claim.

There is a lot that other law firms can learn from personal injury lawyers, and like it or not, the model they offer undoubtedly has a place in the market and it isn’t going to go away.

Valuing a business and negotiating points for structuring sale & purchase

Posted on by
Reply

How Much Is My Business Worth ?

 In essence the value of a business is how much someone is willing to pay for it. Different valuations from valuers are very rarely going to come up with a consistent price, however they will be able to inform you of a ballpark as to which you should aim for.

Most valuers when valuing a business will look at:

  •  Past Results – a key indicator of possible future performance.
  •  Profit Growth -consistent growth will be particularly attractive for a buyer. A business which has performed erratically will pose more of a gamble for a buyer which they may reflect in their valuation.
  • Discounted cash flow analysis techniques
  • Net asset valuation
  • Return on investment
  • An earnings multiple valuation

Although these may be the most common indicators, this is by no means an exhaustive list. The way in which a business is valued may also impact on the way in which a deal is negotiated to structure payments. A buyer may seek to defer part of the agreed price whereas the seller will commonly want most if not all the money paid on completion.

Deal Structure

The structure of a deal will often have key implications especially in relation tax and it is imperative that this is taken into account at an early stage by legal advisors and accountants. It is not ideal to change the structure of a deal at a late stage of the transaction as this can be both expensive and time consuming.

When and how are payments made ?

 Deferred Payments

In any transaction the seller will generally want to receive as much of the full consideration as possible at completion. Conversely, a buyer will normally want to keep as much of the full consideration as possible on the table through deferred payments, which ensure that the seller abides by any warranties given in the transaction.

Earn-out

In the situation where a seller is being kept on by the buyer to help run the business, an earn-out may become the best option for both parties. An earn-out is where the seller receives part payment or an additional amount from the buyer for the performance of the business after completion of the sale. If the company performs better than expected whilst the seller is still in charge after completion they may receive more consideration than previously expected. This is also beneficial to the buyer as the sale will not affect the ongoing business of the company.

Earn-out deals continue to motivate the seller after the completion. The buyer, however, may have to relinquish day to day control to the seller.

One thing which is key in relation to an earn-out is that the formula to be used and timescale in which this is to be achieved has been documented and agreed prior to completion.

 Loan Notes

One way in which a buyer may wish to offer payment is by issuing shares in his own company, or loan notes, which are written promises that the company will pay the consideration owed to the seller by a particular date. These can be attractive to sellers as they offer certain tax advantages.

Where Is The Money Coming From ?

It is crucial that the seller gains an understanding from the buyer as to where the funds to complete the purchase are coming from. The seller should also be satisfied by the buyer as to when the funds will become available.

Venture Capital

One way in which buyers fund certain transactions is to appeal to venture capitalists who in return for advancing monies to fund the transaction will take an equity stake in the target company. When doing so, the venture capitalists will usually aim to exert some control over the management of the Company. A venture capitalist will generally be looking for a 30-40% return on their investment per annum and this will put a lot of pressure on the buyer to deliver. It encourages the buyer to make decisions which will benefit the Company in the short term but not necessarily the long term.

Subscription Agreement

Much like any shareholder, a venture capitalist will require a “Subscription Agreement” to be drawn up which will outline how much they are investing, what control they may have over the Company and any restrictions as to when they can sell their stake.

What is the purpose of Heads of Agreement ?

The Heads of Agreement is a document negotiated between the buyer and the seller and which will set out the main points of the deal. It is drafted at the beginning of the negotiations between the parties and should be marked as “subject to contract”. This document will not be binding save that it may contain clauses which are expressed as binding such as one party paying the others fees if they fail to proceed or for other eventualities. Heads of Agreement create a framework to work with and encourage certain critical points to be thrashed out early, before buyer and seller start incurring even more legal and other costs. It is advisable for the buyer to avoid entering into binding documents until the due diligence has been thoroughly carried out on the other party.

Negotiations

A well drafted Heads of Agreement document will avoid some of the disagreements later on in the negotiation process and will prove invaluable for the professional advisers involved in the deal. Below is a list of some of the matters which may be included:

  • The purchase price (or the method by which the price will be calculated)
  • Premises – are these freehold or leased?
  • Service contracts/consultancy agreements
  • The timing and the form of the payment
  • Timetable to completion
  • Removal of directors’ personal guarantees to the bank
  • What is included/excluded from the sale
  • Exclusivity
  • Employees
  • Whether the transaction is to be a sale of shares or assets
  • Purchase of personal assets by directors of the selling company
  • Earn-out period and how the formula works
  • Transfer of pension fund
  • Intellectual property rights
  • The future involvement of the seller in the business (if any) and restrictions on competing
  • Warranties and indemnities
  • Sellers protections

Confidentiality

It is imperative to ensure that the proposed sale is kept quiet from competitors, suppliers and customers. A Confidentiality clause should be included in the Heads of Agreement.

Exclusivity

Sometimes an exclusivity period is negotiated where the seller will not be allowed to offer the Company to any other party. This can be key for the buyer as he will not be competing with any other bidders.

The above tips are kindly provided by the commercial law department of Darlingtons solicitors. We recommend you get in touch with them to discuss any business sale or purchase.

Employment tribunal claim tips

Posted on by
Reply

Tips for employees on employment tribunal claims

Evidence: Kept an accurate record of all emails, conversations and minutes of meetings. Produce a time diary of events with as much detail as possible.

Mitigation: If you leave your employment you are under a duty to mitigate your losses. Keep a record of all efforts made to seek new employment including, job applications and interviews.

Witnesses: A case will ultimately turn on the evidence presented to the Tribunal. If witnesses can be obtained to support any part of your case then you should speak to them at an early stage.

Clarity: Be as clear and concise as possible in relation to events. An employment tribunal will make a decision based on the evidence presented to them. Avoid waffle and unnecessary information. The key is to show that you have a clear recollection of events and that your case is supported by the evidence.

Time Limits: Generally speaking you have 3 months from the date of the incident or in the case of dismissal 3 months from the dismissal to lodge a claim with the employment tribunal. Failure to do so may leave you without recourse.

Diligence: Your representative will require as much information from you as possible throughout the claim. They are reliant on your input in relation to the facts. You must be as thorough as possible and provide detailed comments in relation to all of the evidence provided by the other side.

Advice: Seek advice at an early stage. The ET1 form that you will submit for your claim will set the basis of your claim. It needs to include all heads of claim and potential actions. It is important that you have a firm grip on the issues involved from the outset as this will ultimately determine the manner in which your case runs and outcome.

Costs: Consider at an early stage how you will fund your case to hearing. It is likely that you will need legal representation from the outset and a barrister to represent you at the hearing. That will not be cheap. You should check if you have any valid insurance policies covering legal expenses, such as home insurance. Failing which you should consider alternate means to fund your case and ensure that funds are available up until the hearing. It is unlikely that you will obtain legal aid for an employment case.