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Misrepresentation – entire agreement?

If there is an ‘entire agreement’ clause, will that prevent any subsequent claim for misrepresentation?
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Competition – internet bans?

It is very difficult for a manufacturer or supplier to prohibit its retailers from making online sales. 
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Procurement – sub-contractors?

In April 2018, the government announced a new policy requiring main contractors and suppliers to advertise sub-contract opportunities (under their head contract with central government). 

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Drafting – ambiguity?

If a contract is clear and unambiguous, the court must apply it. Hence the importance of distinguishing between ambiguous and unambiguous wording.
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Exclusion clauses – ‘reasonableness’

The rules on exclusion clauses in UCT 1977 apply to both business and consumer contracts. In essence, any exclusion or restriction of liability for loss will be subject to a ‘reasonableness’ test (unless it relates to personal injury, in which case it will be void).

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Web – photo re-posting

The ECJ has held that the reposting of a photo is likely to require the authorisation of the copyright owner – even if it is already published on the web.

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Force majeure – sole cause

If force majeure arises (eg war) then contractual obligations come to an end (subject to the obligation to use ‘reasonable endeavours’ to avoid the force majeure incident).

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Insolvency – assignment of claim

Administrators, trustees in bankruptcy, and liquidators can assign a claim or course of action belonging to the insolvent party. But, in any assignment there is a potential risk of a non-party costs order being made if the claim is ultimately unsuccessful. Ideally, therefore, an indemnity will be obtained from the person the claim is being assigned to.

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CGT – entrepreneurs relief

An important CGT relief is provided via entrepreneurs relief – but that is lost if the tax-payer’s holding falls below 5%.

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Contract – duty of good faith?

To what extent can you imply a duty of 'good faith' into a commercial contract? The position under English law is that contracting parties do not owe a general duty of good faith to each other (unless there is a fiduciary relationship). This is different from the approach in many civil law jurisdictions (where a duty of good faith is included in the Civil Code). In Yam Seng [2013] a High Court judge did imply a general duty of good faith into a particular contract, but judges since then have tried to limit the effect of that case. In effect, a duty of good faith will not be implied unless a contract would otherwise lack commercial and practical coherence.

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Most-read articles

Civil partnerships – heterosexual couples
Tuesday, 10 December 2019
The Civil Partnership (Opposite-sex Couples) Regulations 2019 are in force as of 2 December 2019 and permit heterosexual couples to enter into civil partnerships. Read more...
VAT reverse charge – postponed
Tuesday, 10 December 2019
 A useful article analyses the potential implications of the reverse charge on VAT, which was due to be introduced for specified construction services in October 2019 but which has now been... Read more...
Electronic communications – practitioners beware
Tuesday, 10 December 2019
 A useful article by Hardwicke Chambers reminds practitioners of the risks of a hasty or ill thought out email or social media post. The writer cites a situation where an email from a solicitor to... Read more...
Jurisdictional challenges – the basics
Tuesday, 10 December 2019
An article considers a recent SC case in which litigants have been criticised for the way in which jurisdictional challenges are being conducted. The case concerned a group of some 1,800 Zambian... Read more...
LiPs – tips for dealing
Tuesday, 10 December 2019
Litigants in person (LiPs) are on the increase due in part to legal aid cuts and an increase in the small claims limit. Maintaining the balance of treating LiPs fairly, while also acting in the best... Read more...
‘Elevation’ – front and rear of building
Tuesday, 10 December 2019
 A 99-year lease contained a covenant prohibiting T from making any alterations to the elevation or external decoration of the property. Read more...
L changing locks – an act of surrender?
Tuesday, 10 December 2019
There are various ways in which a leasehold estate in land may come to an end. One of these is surrender by operation of law. Sometimes the surrender of a lease does not take place by deed but is... Read more...
Beneficial ownership – reminder of key points
Tuesday, 10 December 2019
Practitioners who advise co-owners on the acquisition of property will find a recent article reviewing the case law on beneficial ownership very useful. The key points are: Read more...
Sanctions – vexatious litigant
Tuesday, 10 December 2019
In long-running divorce and financial remedy proceedings, R was found to be an ‘exceptionally vexatious litigant’ throughout. Mostyn J made a general civil restraint order and a protection from... Read more...
Disciplinary process – external bodies
Tuesday, 10 December 2019
 A useful article considers two recent cases on the issues that can arise for employers carrying out a disciplinary procedure when an external body becomes involved eg a regulatory body, police, a... Read more...

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