Declaratory Judgments. YOU SHALL, NOT, MERGE! The common law doctrine of merger in judgment does not apply to declaratory judgments. So confirmed the UK Supreme Court when today it handed down its judgment in Nasir v Zavarco Plc [2025] UKSC 5. Lee Donoghue, Jessica Verrall, and Rabia Azam at Teacher Stern LLP acted for the Appellant Tan Sri Nasir, with [...]
Are all warranties created the same? In Eurocopy plc v Teesdale [1992] BCLC 1067, the Court of Appeal suggested that actual knowledge, derived from sources outside of a disclosure letter, could undermine a claim for breach of warranty in a share purchase agreement despite any express provision to the contrary. Consequently, it is considered best practice for a share purchase [...]
Tier 1 Entrepreneur visa holder deadline for indefinite leave to remain (ILR) For holders of Tier 1 Entrepreneur visas, the deadline to apply for ILR is 6 April 2025, unless they have at any time held a Tier 1 (Graduate Entrepreneur) visa, in which case the deadline will be 6 July 2027. After these dates, no further ILR applications will [...]
Identity verification under ECCTA – key dates to note The Economic Crime and Corporate Transparency Act (ECCTA) was enacted to combat economic crime and enhance the transparency of UK company ownership – all with a view to supporting economic growth and making the UK an attractive place to do business. Under the reforms that are due to be introduced by [...]
Experts gone wrong In contracts, it is not uncommon to include a dispute resolution mechanism in order to deal with any issues between the parties, particularly if a long relationship is envisaged. These usually provide for a staged process, escalating disputes up to the management of both parties for resolution, failing which either party can refer the matter to an [...]
Update on EPC asset ratings Discover the key changes the government is considering for raising the minimum EPC asset rating and what this means for landlords. The below summary highlights, on a concise basis rather than an in-depth analysis, the changes. A. EPC rating The government, under its mandate, is looking to increase the minimum EPC asset rating for properties [...]
Unfair Prejudice? In the absence of any recourse under the articles of association or any shareholders’ agreement, aggrieved shareholders are often reminded of their rights under s.994 of the Companies Act 2006 to apply to the court for relief if they suffer unfair prejudice. The court has wide powers and the potential respondents, while usually the other shareholders, could include [...]
Relief for leaseholders – the “two-year” rule is no more Provided that certain qualifying conditions are met, long leaseholders of houses and flats are entitled either to purchase the freehold of their building or extend their leases pursuant to the provisions of either the Leasehold Reform Act 1967 or the Leasehold Reform, Housing and Urban Development Act 1993. Those rights [...]
The age of legal reform in the property sector – is the 1954 Act next? On the 19th November 2024, the Law Commission published its Consultation Paper (the “Paper”), which concerns Part 2 of the landlord and tenant Act 1954 (or as it is well known : “the 54 Act”). The Law Commission considers, for a variety of reasons, that [...]
What did you call me? The implications of being a de facto director Firstly, what is a de facto director? In Re Hydrodam (Corby) Ltd [1994] 2 BCLC 180, Millett J said: "A de facto director is a person who assumes to act as a director. He is held out as a director by the company, and claims and purports to [...]
