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Buyout obligation - not triggered until price determined

The CA has reached a common-sense decision in relation to buying out an outgoing partner's share. The case involved a family-owned agricultural partnership agreement which provided that on retirement or death of a partner, the ongoing partners would buy out the outgoing share by the mechanism of a put and call option. The partnership agreement required an initial upfront payment followed by the balance in instalments. The first instalment was to be paid approximately four months after the departure of the outgoing partner but if unpaid the entire balance would become immediately repayable.

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Contracts – implied terms

We reported in our March 2019 edition (p2) on the case of Wells v Devani [2019] in which the SC confirmed that it will imply a term into a contract to give it business efficacy.
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Companies House – proposed changes

The 2017 national risk assessment of money laundering and terrorist financing identified that the formation of trusts and companies is being used to ‘facilitate high-end money laundering by hiding beneficial ownership, undermining due diligence checks and frustrating law enforcement investigations. 
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Arbitration proceedings – extensions of time?

The CA has permitted a claim for arbitration to be issued out of time, which is unusual. The terms under which a dispute may be referred to arbitration will be set out in the arbitration agreement, many of which contain a strict time limit for issuing a claim. Often the time can be as little as 14 to 28 days, which can be onerous especially if the proceedings are an appeal. This can lead to claims being issued out of time, typically if the time limits are not clear.
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Guarantees – test extended

A recent HC case considered the common situation where a company director gave personal guarantees in relation to loans provided to a limited company (interestingly, a law firm which had gone into liquidation).
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Disclosure letter – can be rectified

When the shares, business or assets of a private limited company are sold, the seller prepares a disclosure letter which includes general and specific disclosures regarding the warranties that the seller is giving in the share purchase agreement (SPA). Usually the buyer agrees that the seller will not be liable for breach of warranty in relation to matters contained in the disclosure letter.
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Social media – beware defamatory statements

The SC has held that the context in which words are used in relation to defamation proceedings is essential.

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Contracts – rectifying mistakes

A useful article considers the steps parties can take when an error in a contract is only discovered after it has been signed.

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Damage – who bears the risk?

Many will recall the news coverage of an aggrieved workman driving his digger into a newly completed hotel. 
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Practical completion – not prevented by material defect

A recent case considered whether a material defect was capable of preventing practical completion under a construction contract.
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Air space and ground below - common parts
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Buyout obligation - not triggered until price determined
Monday, 16 September 2019
The CA has reached a common-sense decision in relation to buying out an outgoing partner's share. The case involved a family-owned agricultural partnership agreement which provided that on retirement... Read more...
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The Equality Act 2010 provides protection against discrimination based on nine characteristics, one of which is any religious or philosophical belief. Not all religions or beliefs are covered by the... Read more...
Pleadings - third party enquiries
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