Docklands Solicitor

Commercial property and anti-competitive restrictions




From 06/04/2011 restrictions in commercial leases can be attacked as being anti-competitive and held to be unenforceable



Only if all four of the following conditions apply, will the restriction be enforceable, namely if the agreement contributes to improving production, distribution, or to promoting economic progress; allows consumers a fair share of the resulting benefits; it does not impose restrictions other than "indispensable" one; it will not eliminate competition





The classic example are shopping centre restrictions to protect monopoly by one business e.g. "the landlord covenants not to let any further retail unit for use as…"

Labels: commercial property anti-competitive restrictions shopping centre lease

Any well drawn contract should contemplate a breach by a party and attempt to quantify the loss that should follow. The difficulty is in making sure that the calculation of the loss amounts to a genuine pre-estimate (enforceable) rather than a penalty (unenforceable)



The particular facts will be all-important. However, the parties should put down in writing why they think the final figure/method of calculation is fairer than possible alternative figures calculated in other ways and make sure that the party in breach does not suffer more than agreed e.g. by providing that any monies paid in excess of the genuine pre-estimate refunded

Labels: liquidated damages commercial contract penalty

Buyers need to take a warranty that the year-end accounts show a true and fair view of the assets and liabilities of the company; a further warranty that the management accounts since the last year-end accounts fairly reflect the financial position and are not materially misleading and, most importantly, that the company liabilities do not exceed a certain amount



The Warranties should be absolute and not be "So far as the Seller is aware…"



In a 2010 case, a supplier had rendered late invoices after completion of the sale of the company in respect of charges arising before sale. It was held that the company did not know about that liability nor could it reasonably have discovered it. The two accounts warranties did not protect the buyer. He should have insisted upon the liability warranty as well

Labels: Company sale warranty

The lifetime limit is now £5 million and capital gains up to that amount taxed at 10% if you are selling shares, you will need to hold 5% or more and be a director or employee for at least 12 months prior to the sale of shares

Labels: Keywords: Capital gains tax entrepreneurs relief

When a contract goes wrong, someone will be claiming damages and will identify various heads of loss. The other person will be looking at the exclusion of liability clause to say that the parties agree that those heads of loss should not be payable



It is best to set out 2 lists – those types of losses for which there should be recovery and those for which there should not



Much will depend upon the type of contract – is it one of the sale of goods or services or both, but consider the cost of replacement equipment from elsewhere; the cost of ruined product/raw material; the cost of lost production while matters are being put right; the cost of fulfilling onward contracts; the cost of making expiration compensation payments to unhappy customers; future loss of profits; future loss of revenues; indirect damages; consequential damages; punitive damages

Labels: commercial contract heads loss exclusion liability

Labels: commercial contract repudiatory breach-of-contract

Ex-Countryfile presenter Miriam O'Reilly has won a landmark employment tribunal claim against the BBC on the grounds of age discrimination.



The tribunal held that the 53-year-old had been discriminated against on the grounds of her age (unfairly dropped from the show) when it was moved to a primetime slot.

For help and advice on employment issues contact Selwan 020 7712 1751 or mobile : 07795 821803 or via email: sy@kaslers.co.uk

Labels: Age Discrimination Employment Tribunal Claim