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Public Ownership and Control Register - What it Means for You

Increasing public disquiet over the use of 'tax haven' companies and trusts to disguise the beneficial ownership of businesses and properties has led to the Government taking steps to improve the transparency of ownership. Such arrangements are often used...

Debt Collection By Threat Brings Prosecution

When a creditor appointed two 'informal' debt collectors to collect money due from a debtor, the tactics they used resulted in them being given prison terms by the Court of Appeal. A landscape gardener was beset by financial problems and one of his...

Flower Dealer Triumphs Over Officialdom in Orchid Bulbs Row

Officialdom is a necessary, if occasionally irritating, fact of life, but one case has shown that an overzealous application of the rules can be beaten with tenacity and good legal advice. It involved an award-winning flower dealer, which had almost 1,500...

High Court Ruling Reveals Downsides of the Corporate Veil

Everyone knows that the corporate veil has the advantage of shielding directors from personal liability. However, far fewer people are aware of its downsides. In one case which illustrates this point , a businessman who dealt with a bank entirely through...

Fallen Out With Business Partners? Remember the Duties You Owe Them!

Business relationships sometimes end badly, but the duties that partners owe to look after each other's interests continue until formal dissolution. In one case, two couples who set up a private car hire and chauffeur business lost sight of that principle as...

Court Upholds Challenge to Tender Process After Contract Signed

In a ruling which should be required reading for those who deal with public authorities, a company which claims that it was unjustly denied a nuclear plant decommissioning contract, following a flawed tendering process, had its hopes of receiving up to...

Emails Are Variations in Writing

It is normal for contracts to contain clauses which specify that variations in the contract must be made in writing. The nature of business is such that contract variations are relatively commonplace and this can cause difficulty if the paperwork fails to...

Ship Owners Pay Dearly for Failing to Meet Litigation Deadline

A case concerning a maritime collision at the entrance to a Black Sea port serves as a warning to all that litigation deadlines are strictly enforced and that failing to meet them – even by a matter of hours – can have disastrous consequences. ...

Are Your Anti-Money Laundering Procedures Compliant?

It might be thought by many that money laundering is an esoteric crime that is practised only by professionals in positions of authority or influence, but this is not so. Money laundering supports terrorism, drug dealing and other unlawful activities and,...

Company Restoration Turns Clock Back

When a company ceases to exist and is struck off the register of companies at Companies House, any assets it owns become the property of the Crown. The Crown has the ability to disclaim the property if it chooses. Recently, the High Court had to consider ...

Certificates of title

Birkett Long were requested to provide certificates of title for 24 freehold properties owned by a long-term client. We used the strength and breadth of our Real Estate Team and the Corporate Team to deal with the high level of work involved, assisted by...

Ignoring Court Ruling Brings Threat of Jail for Nightclub Owner

It is now quite well known that the public broadcast of music which is still under copyright requires a licence, but not many people appreciate that ignoring that requirement can lead to a jail sentence. A Newport nightclub owner who failed to obtain a...

High Court Rules on £7 Million Reality TV Contract Dispute

Personality clashes can obviously cause difficulties in business, but they are rarely serious enough to justify cancelling commercial contracts. In one striking case, a television channel was ordered to pay substantial damages to a production company after...

Are You Dispute Friendly? New Rules Require You to Be

Since 1 October 2015, under changes introduced by the Consumer Rights Act  2015 , it has been compulsory for most businesses to offer Alternative Dispute Resolution (ADR) to their customers if a complaint arises between them which cannot be settled by...

Defiant Directors Jailed in High Court Arbitration Dispute

Decisions of arbitrators are ultimately backed by the authority of the High Court and those who fail to abide by their awards can face heavy financial penalties and even loss of liberty. In one case , directors of a grain trading company were sentenced to...

Franchise experts

Birkett Long act for a highly acquisitive client, undertaking multiple purchases of franchise outlets across the UK, ranging from 3 or 4 outlets at a time; in some instances liaising with Scottish lawyers to deal with Scottish real estate aspects. The...

Asset Based Finance Boom Sign of Increasing Investment

A sign that the level of business investment in the economy is on the up comes in the form of a report that 'asset based' borrowing to finance business assets and property increased to an all-time high of £4.2 billion in 2014, up 9 per cent on the...

Asset purchases with long-term interests

Birkett Long acted on behalf of a partner selling their interest in a farming partnership. The transaction involves complex tax planning arrangements to ensure the protection of entrepreneur’s relief for both the outgoing and the continuing partner....

Anticipation of Variation Does Not Derail Tender Fairness

The rules relating to public sector tendering are complex, but it is necessary that public sector procurement processes are both fair and seen to be fair. However, this can be problematic in many projects, where variations once the contract is in progress...

Claim Denied for Unmonitored Alarm

A recent case highlights the changes that will be coming into effect next year when the Insurance Act 2015 comes into force, reducing the number of 'technical' defences that can be used by insurance companies to avoid paying out on claims. The case...

The Consumer Rights Act 2015 - Changes to Unfair Contract Terms Legislation

Businesses that deal with members of the public are reminded that the Consumer Rights Act 2015 , which received the Royal Assent on 26 March, became law on 1 October 2015. The Act replaces a number of laws with regard to business-to-consumer transactions,...

Omitted Takings Affect Share Valuation, Rules Court

A recent case on company valuation may well end up being of great interest to HM Revenue and Customs (HMRC) as well as the two directors involved. It concerned a company which operated a restaurant. When the directors fell out, in order to enable one...

Company That Didn't Do Homework Faces Delay and Costs

Failing to do one's 'due diligence', and in particular failing to check out the bona fides and financial stability of trading partners, can prove to be a massive mistake. In a recent instance, a construction company that failed to take appropriate steps and...

Entering Into a Partnership? Get it in Writing!

Business partners who failed to define their working relationship in writing – instead reaching agreements orally over bottles of red wine in a pub – paid the price when a dispute over money erupted and made its way to the Court of Appeal . ...

Inability to Prove Counterclaim Fatal

Running an airline profitably is critically dependent on keeping planes in the air as much of the time as possible, so when an airline enters into a contract relating to its fleet, 'on-time' delivery is very important. Also key is the need to provide a...

Nuisance Calls and Texts Law Change

Since 6 April 2015, changes to the law have given the Information Commissioner's Office (ICO) enhanced powers to take action against companies making nuisance marketing calls and sending spam messages. Previously, the ICO could only issue a civil monetary...

$30 Million Contract Dispute Hinged on a Single Word

A case in which the outcome of a $30 million dispute hung on the interpretation of a single word proves the point that the drafting of commercial contracts is not for the uninitiated and is better entrusted to legal professionals. An investment bank had...

Sales and international affairs

Birkett long acts for a number of multinational corporations providing assistance on cross border work. For example we advised two multinational corporations, both headquartered in France, on legal aspects of their UK businesses in the automotive and...

Consumer Protection Enhancement Law - Time to Get Ready

Businesses that deal with the public are reminded that legislation will come into effect soon to give consumers better protection under the law than they currently have. The Consumer Rights Act 2015 received the Royal Assent on 26 March and becomes law on...

Failure to Comply With Purchase Terms Proves Costly

Selling a company can be fraught with difficulties, particularly where payment for shares is deferred and the price payable is calculated on the basis of performance. In one such case , a disagreement between buyer and seller resulted in a round of costly...

Read Your Insurance Policy!

Disputes over what insurance policies do or do not cover are legion, and a recent survey carried out by the British Insurance Brokers' Association is a timely reminder of the risks of not knowing the scope and limitations of the insurance policies you buy. ...

Problems With Warranties on Business Sales

When a company's shares are sold and the business continues, it is usual for some form of warranty to be given with regard to the accuracy of any information provided to the purchaser. Sometimes there will be an 'earn out', which limits the risk to the...

Conduct Costs Despite Court Win

There is a general rule that the loser pays the costs of a legal dispute. When an offer to settle a claim is made by a defendant, the legal costs of the person making the claim will be paid by the defendant if the case goes to court and the claimant is...

Misrepresentation Invalidates Adjudicator Appointment

As the main contractor for major works on London Underground, electronics giant Siemens retained a subcontractor to install communications equipment at various stations. When the works did not progress as desired, a dispute arose between Siemens and the...

Directors - do you understand your responsibilities?

Being a director of a company gives rise to a number of responsibilities – and not all directors are aware of the extent of these. Here is a summary of the key areas: Directors’ powers Directors should check whether there are restrictions on...

Misled Directors Earn Rights in Company

A one-armed businessman, who went to war with his former friends over control of a successful talent agency for amputee stuntmen, has been criticised by a judge for his determination to ‘jealously and selfishly’ guard his own financial interests....

Refusal to Mediate Justified, Rules Court

Normally, a refusal to mediate will incur the displeasure of the court and can be expensive if the court decides that the legal costs were higher than need be because of the refusal. However, when a case is sound, mediation is not always the right answer,...

Terms of Engagement Determine Liability for Advice, Rules Court

When a firm of accountants approached a client regarding investing in a management buyout (MBO) that needed finance, the end result was that the client lent the company set up to invest in the MBO company £15 million. Such loans are not advanced...

Contract Wording Leads to $12.5 Million Payout

Millions can hang on the precise wording of a contract. Just how important this can be was illustrated in a recent case in which an agreement in respect of a major oil pipeline project brought bitter discord after grave flaws in its drafting led to a...

Bias Apparent, Not Real, Rules Court of Appeal

Just because a court ruling seems harsh does not mean that the judge making it was biased, as is illustrated by a decision by the Court of Appeal that a judge was wrong to disqualify himself from continuing to hear a highly contentious case after he was...

Unlawful Intent Does Not Prevent Recovery of Debt

Although, as a general rule, an illegal contract is unenforceable, a City broker who offered to supply insider information to a friend for £620,000 but then reneged on the promise has been ordered to repay the money. The broker claimed to have access...

Not All Mistakes Are Mistakes

It is fairly widely known that in a legal dispute some documents can be 'privileged', which means that they cannot be used in evidence. Normally, communications between a solicitor and their client are privileged. However, the right of privilege is not...

Company Caught in Takeover Debacle Wins Its Money Back

A company that paid more than £17 million too much for another company's shares – due to inaccuracies in the latter's accounts – will get most of that money back from insurers, following a High Court ruling . Company A had bought the...

Foreign Director Can't Escape English Jurisdiction

In a ruling which powerfully confirmed the extra-territorial reach of the English courts , the Court of Appeal has opened the way for civil proceedings for contempt of court to be brought against the managing director of two overseas companies despite the...

Restriction on Use of Hazardous Substances Extended

From 22 July 2014, the scope of the Restriction of Hazardous Substances Directive has been extended to include a range of new electrical devices. The additions include most medical devices and control instruments, including thermostats and smoke detectors,...

HSE Guidance on Organising Firework Displays

At this time of year, many people will be looking forward to attending firework displays to celebrate Guy Fawkes Night. For those organising such events, it is important to ensure they are planned carefully. Fortunately, guidance on this topic is available...

Shareholders to Get Say on Pay

A revised Shareholder Rights Directive has recently been published that will give shareholders greater rights in the determination of executive pay. The proposed measures will apply to listed companies and, among many changes, will allow shareholders to...

Mediation Not Always a Panacea

In a case which revealed that alternative dispute resolution is not always a panacea , the Court of Appeal has lamented the 'melancholy fact' that the parties to an apparently commonplace commercial dispute were still engaged in costly litigation more than...

Court Distinguishes Hard Bargaining From Deceit

There is all the difference in the world between deceit and hard bargaining, as a recent case shows. It involved a disgruntled company which failed to convince the High Court that it had missed out on a multi-million-pound oil and gas exploration deal due...

Liquidators Follow the Money to Trace Missing £500,000

In a classic case of 'following the money', determined liquidators have succeeded in tracing £500,000 which was paid out of a company's bank account shortly before it became insolvent, owing more than £1.4 million to the tax authorities. The...

Accelerated Payment Notices - Bad news for Tax Planners

In the 2014 budget, the Chancellor announced that tax payers will have to pay disputed tax up front when they have sought tax advantages through tax avoidance schemes that fall within disclosure of tax avoidance schemes ( DOTAS ) rules or are counteracted...

Boost for businesses run from home

The government has announced more help for budding entrepreneurs, making it easier to start and grow businesses based in their homes. There are around 2.9 million such businesses and they contribute over £300 billion each year to the economy (UK...

New Data Protection Guide from the ICO is a Must-Read if you Wish to Avoid Fines

The Information Commissioner's Office (ICO) has published a new guide to protecting personal data, 'Protecting personal data in online services: learning from the mistakes of others' , which it describes as outlining the procedures organisations must follow...

New Guidance Published on Updated WEEE Regulations

Following the introduction of the Waste Electrical and Electronic Equipment (WEEE) Regulations 2013 , the Department for Business, Innovation and Skills has now published updated statutory guidance intended primarily for use by businesses, public and...

New Competition Law Has Real Teeth

Under the old law relating to cartels, it was necessary to prove dishonest intent in order to obtain a criminal conviction when companies engaged in price fixing, market manipulation, bid rigging and so on. The civil law provides that breaches of competition...

Court Underlines Duty of Candour in Contract Negotiations

A lack of candour in contractual negotiations can lead to grave financial consequences, as was shown when an event management company that lost its only customer four months after signing a new five-year deal won the right to substantial damages. Company A...

New Consumer Protection Regulations - Traders Take Note

Suppliers of goods to the public should be aware that the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 came into effect on 13 June 2014. The Regulations stipulate information that must be given to a consumer where...

Potential Insolvency Brings Stay of Payment

Normally, when a building dispute arises that leads to an adjudicator making an award in favour of one party, the award is simply paid and that is that. However, sometimes things are more complicated. Recently, a company went to the High Court arguing...

Wrongful Termination Argument to Go to Court of Appeal

In a case with potentially wide implications for businesses whose activities depend on licensing agreements, a company that faced destruction of its Internet-based business, due to the termination of the licensing agreement that underpinned it, has failed...

Penalty Clause Unenforceable, Rules Court of Appeal

A recent Court of Appeal case has reaffirmed the principle that the English courts will uphold a clause that allows commercial restitution, but not one that constitutes a penalty. When an advertising business bought a Middle Eastern company that had been...

Court Clears Way for Claim Against Cartel Members

A company that had been party to an international price fixing cartel and was fined by the EU Competition Commission for its breach of competition law was subsequently sued by one of its customers for the loss of profits the customer claimed to have...

Director Counts Cost of Preferential Payments

Company directors should know that as well as their duties to shareholders, they also have a duty under both common and statute law to protect the interests of creditors. When this duty is not adhered to, the consequences can be severe, as a recent case ...

Directors Responsibilities: a quick summary

Being a director of a company gives rise to a number of responsibilities – and not all directors are aware of the extent of these. Below is a summary of key responsibilities: Directors Powers While not all companies will have their objects set out...

A risky investment

We frequently come across situations where people have invested in private companies without getting the proper legal protections in place.  A recent example illustrates the problems you can encounter if you spend your money without taking any legal...

Regulating the Crowd

From 1 April 2014, the Financial Conduct Authority will regulate lending and borrowing using internet platforms. The difficulty faced by businesses and new ventures in raising funds from traditional sources, such as banks, over the last few years has led to...

Innocent Hotelier Trapped by Corporate Failure

In a bitter example of how an innocent party can be left to carry the financial can following a corporate failure, the owner of a hotel who paid £110,000 for diesel powered generating equipment has received judicial sympathy but ended up with neither...

Government Acts to Reduce Company Formation Bottleneck

The use of certain names for companies etc. has been restricted for a very long time – the restrictions on ‘sensitive’ names being intended to reduce the likelihood that a person is misled into thinking that they are dealing with an...

Guarantee Voided by Forged Signature

The pitfalls of not getting documentation exactly right have become all too clear for a lender following a recent Court of Appeal hearing . The case arose because the lender wished to rely on the guarantees given over a debt by a group of guarantors. ...

ICO Issues Direct Marketing Guidelines

The Information Commissioner’s Office (ICO) has issued new guidelines (45 pages) on the conduct of direct marketing , which confirms that electronic marketing campaigns directed towards consumers require clear and specific consent to be given by the...

Judge Fines Company 'Every Penny It Has' After Speedboat Death

Following the death of an 11-year-old child who was hit by a speedboat whilst attending a friend’s birthday party that took place at a lake, the company that operated the site pleaded guilty to charges brought under the Corporate Manslaughter and...

Net Value Means Current Value Not Book Value, Rules Court

When a family partnership broke up, the lack of precision in clauses of the partnership agreement led to an appearance in the Court of Appeal . Two farmers took their 19-year-old son into partnership in 1997. In 2009, the son gave three months’...

Carrying on Business for Profit is Necessary Ingredient of Partnership

In the context of a bitter falling-out between former colleagues in a highly profitable asset management business, the Court of Appeal has acknowledged that certain aspects of the law on the formation of partnerships could usefully be clarified. The Court...

Pension Trustee Pays Cost of Lack of Diligence

When an unauthorised payment of £100,000 was made by a pension scheme for which a chartered accountant was responsible, he found himself facing a £15,000 fine. The accountant was the administrator for the pension scheme for the directors of a...

Red7Marine Investment

Birkett Long LLP acted for Red7Marine Group Limited and its shareholders on the sale of an interest in the Group to Perwyn, which is concomitant with a substantial injection of new capital to enable Red7Marine to acquire additional assets to service its...