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Goods—property, title and risk

This Practice Note considers the point at which property, title and risk pass from a seller to a buyer in a business to business (B2B) sale of goods transaction depending upon the nature of the goods, the intention of the parties, the terms of the contract to which the sale is subject, and the provisions of the Sale of Goods Act 1979 (SGA 1979).In a sale of goods contract it is the duty of the buyer to accept and pay for goods in exchange for the seller delivering the goods to the buyer, in accordance with the terms of the contract of sale.A sale of goods from a seller to a buyer will involve the passage of property, title and risk. The point at which that occurs depends on the nature of the goods, the intention of the parties, the terms of the contract to which the sale is subject, and the provisions of the SGA 1979.Are property and title the same?There is an apparent distinction in SGA 1979, Part...

Taking security over intellectual property rights

Taking security over intellectual property rights Scope of this Practice Note A company's IP rights can be offered as security for a loan. In commercial lending transactions, IP rights are commonly offered as security for a loan: • as part of a package of security over the whole of a company's assets (see Practice Note: Key features of debentures) • in transactions that involve lending to a borrower in an industry where IP rights are particularly valuable, for example: ◦ biotechnology, pharmaceutical, electronics and telecommunications industries (where patents are particularly key) ◦ global retail industries (where trade marks are particularly key), or ◦ film production and software manufacturing industries (where copyright is particularly key) This Practice Note does not cover taking security over IP rights in the EU or other overseas jurisdictions. Lenders should seek appropriate local law advice when taking security over a multi-jurisdictional IP portfolio. However, we address below the impact of Brexit on security over IP rights registered in the EU before IP completion...

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Letter of intent—construction—employer friendly

Letter of intent—construction—employer friendly From: [insert name of Employer (the ‘Employer’)] To: [insert name of Contractor (the ‘Contractor’)] Date: [insert date] Dear [insert name of Contractor] [insert full project name and/or description/location of the works] (the ‘Works’) 1 We refer to your tender ([insert reference]) dated [insert date] and to [insert details of subsequent correspondence and any other specific documents containing details of the Works]. 2 We are pleased to inform you that, subject to terms being agreed between us, it is our intention to accept your offer (contained in the documents referred to in paragraph 1 above) and enter into a contract with you for the carrying out of the Works. 3 It is intended that the form of contract will be based on the [insert form of proposed contract], as amended by a schedule of amendments and annexures as attached to this letter (together the ‘Contract’). The Contract will also incorporate the following documents: [insert proposed Contract Documents] (the ‘Contract Documents’) The following items are not...

Code of conduct and disciplinary and dismissal procedure

Code of conduct and disciplinary and dismissal procedure 1 Introduction 1.1 The Code of Conduct and the Disciplinary Procedure set out below are designed to ensure that all employees of the Company are treated fairly and consistently, to ensure the efficient and safe performance of work and to promote the maintenance of good relations between colleagues and between employees and their managers. 1.2 You should familiarise yourself with and abide by the Code of Conduct and Disciplinary Procedure. The Disciplinary Procedure[ has been agreed in consultation with [trade unions, namely [enter details] AND/OR our staff association AND/OR employees] and] applies to all employees. 1.3 The Disciplinary Procedure will be used where there are possible issues of misconduct. This procedure does not apply to cases where an employee fails to perform to the required standard as a result of lack of skill, capability or training or has genuine sickness absence. In those cases, reference should be made to the [Capability Procedure OR [insert name of alternative...

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Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia?

Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia? When a company registered in England and Wales is dissolved, all property and rights vested in or held on trust for it (including leasehold property) will be deemed bona vacantia (meaning ‘ownerless property’) at the date of dissolution and will vest in and belong to the Crown (or the Duchy of Lancaster or Duchy of Cornwall, as may be appropriate). The treatment of companies incorporated outside the UK (overseas companies) is dealt with in Part 34 of the Companies Act 2006 (CA 2006), which gives the Secretary of State power to make regulations to impose on overseas companies various registration, reporting and disclosure requirements. The two principal regulations dealing with overseas companies are: • the Overseas Companies Regulations 2009, SI 2009/1801 • the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917, as amended by the Overseas Companies (Execution of Documents and Registration of...