It will ordinarily be necessary where a business is sold to vest any outstanding benefits or rights in contracts of the seller in the buyer. This is generally addressed in the business purchase agreement and its related assignment documentation. For an assignment to be a legal assignment it will be necessary to notify the other party to the relevant contract of the assignment of the rights and benefits which have been assigned from the original contracting party to the buyer.
It is becoming more common to see businesses operated through limited liability partnerships. There are a number of attractions for existing partnerships to transfer their businesses into a limited liability partnership. The principal reason is in order to limit the liability of its members.
The law on agency surrounding a person engaged on a self-employed basis by a company to provide assistance in obtaining new clients and/or negotiating contracts on behalf of a company, is a complicated area of the law. The concept of agency and its application, (intentional or not) and the operation of the Commercial Agents Regulations 1993 (Regulations) has given rise to much case law.
It is not uncommon to see in documents where the parties have not agreed all the finer details a provision requiring the parties to conduct negotiations in good faith. The Courts have historically concluded that a simple provision which was a bare agreement to negotiate has no legal content. Any such agreement has historically been held to be unenforceable due to lacking the necessary certainty.
In March 2009 the UK Government published a draft Bribery Bill which was aimed at modernising and simplifying the existing legislation in connection with bribery. There are at present a number of pieces of legislation with the intention that they be consolidated and, in addition, to replace the various current offences with two general offences of bribery.
It is quite common to see undertakings in contracts, terms and conditions, agreements and the like where there is an obligation on one of the parties to use best endeavours, all reasonable endeavours or reasonable endeavours or simply endeavours. These terms are often used interchangeably without the relevant party providing the undertaking understanding what the difference is between the various undertakings.
Updates
Read our Autumn Employment Newsletter in PDF format.
Quidos Limited, specialists in property energy assessment and compliance matters have published the results of an autumn study into commercial energy efficiency certification across several South West regions, conducted with assistance from local Trading Standards Officers. The results exclude Devon.
The current economic crisis has meant that otherwise profitable companies, which would not ordinarily need to consider insolvency issues, have found themselves in a position where they are struggling to pay their creditors
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