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194 Cards in this Set
- Front
- Back
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Lifting the veil |
In certain circumstances the court can look through the company to the identity of the shareholders |
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Notation |
Creditor agrees with the outgoing, continuing, and or incoming partners that the liability for an existing debt will be that of the new partner |
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An agent |
A person who is authorised to act do another (the principal) in making of legal relations with third party |
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Unfair dismissal |
The employer terminated the contract without justifiable reason. Statutory right under ERA 1996 Only employees can bring action for unfair dismissal |
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Summary dismissal |
Dismiss someone instantly Usually wrongful dismissal Unless; employee had acted in misconduct (fundamental breach), they waive the rights, or accepted payment in lieu. |
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Wrongful dismissal |
Employee’s contract has been terminated by the employer where the termination breaches one or more terms of the contract or statute in employment law i.e. without proper notice or during fixed term |
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Novus actus intervenie |
“Break the chain” of causation removing liability from defendant Acts of claimant- are the claimants actions deemed reasonable Act of a 3rd party- was it foreseeable Natural events - can it be shown that the defendant’s breach has either increase further damage from natural events or made claimant more susceptible |
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Volenti non fit injuria |
Claimant freely consented to the torts knowing that some degree of harm might result E.g consent form |
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Contributory negligence |
Claimant is partly responsible for his own injury, the defendant can plead the defence of contributory negligence Court may reduce damages awarded |
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Repudiation |
Act, intention or threat of disowning or rejection of an agreement already accepted or agreed to |
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Letter of comfort |
Used to assure a contracting party that a parent company will provide its subsidies with the necessary resources to fulfil the contract Objective is to create a morally binding but not legally binding assurance |
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Binding in honour only |
The parties have decided that the agreement should not have contractual force. Eg not a contract as there is no intention to create legal relations |
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Special relationship |
Exist where a professional person advises a known person who relies on the statement for a known person |
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Vicariously liability |
Occurs when one person is held responsible for the negligence of another. Typically applies in an employment context |
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Neighbour principal |
You must take reasonable care to avoid acts or omissions which you ought reasonably foresee that would be likely to injury your neighbour.
Neighbour-person who is directly affected by my act that I ought reasonably to have them in contemplation |
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Tort |
A civil wrong that causes a claimant to suffer loss or harm resulting in legal liability for the person who committed the tortious act. |
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Injunction |
A court order preventing someone from doing something |
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Reliance damage |
Damages awarded for losses suffered in reasonable reliance on promise Are calculated by asking what it would take to restore the injured party to the economic position occupied before the party acted in reasonable reliance on the promises |
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Liquidated damages |
Genuine pre estimate of the expected loss The amount stated is the amount of damages claimable and enforced by the courts |
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Quantum meruit |
“As much as he deserves “ The amount to be paid for service when no contract exist or when there is doubt as to the amount due for the work performed |
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Damages for loss of bargain |
Amount which will put the claiming in the position he would have been in had the contract been properly performed |
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Contributory negligence |
Claimant is partly responsible for his own injury, the defendant can plead the defence of contributory negligence Court may reduce damages awarded |
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Repudiation |
Act, intention or threat of disowning or rejection of an agreement already accepted or agreed to |
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Letter of comfort |
Used to assure a contracting party that a parent company will provide its subsidies with the necessary resources to fulfil the contract Objective is to create a morally binding but not legally binding assurance |
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Binding in honour only |
The parties have decided that the agreement should not have contractual force. Eg not a contract as there is no intention to create legal relations |
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Tribunal |
Usually sit as a panel incorporating a legal qualified tribunal chairman as well as a panel of members with specific areas of expertise |
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Special relationship |
Exist where a professional person advises a known person who relies on the statement for a known person |
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Vicariously liability |
Occurs when one person is held responsible for the negligence of another. Typically applies in an employment context |
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Neighbour principal |
You must take reasonable care to avoid acts or omissions which you ought reasonably foresee that would be likely to injury your neighbour.
Neighbour-person who is directly affected by my act that I ought reasonably to have them in contemplation |
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Tort |
A civil wrong that causes a claimant to suffer loss or harm resulting in legal liability for the person who committed the tortious act. |
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Injunction |
A court order preventing someone from doing something |
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Reliance damage |
Damages awarded for losses suffered in reasonable reliance on promise Are calculated by asking what it would take to restore the injured party to the economic position occupied before the party acted in reasonable reliance on the promises |
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Liquidated damages |
Genuine pre estimate of the expected loss The amount stated is the amount of damages claimable and enforced by the courts |
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Quantum meruit |
“As much as he deserves “ The amount to be paid for service when no contract exist or when there is doubt as to the amount due for the work performed |
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Damages for loss of bargain |
Amount which will put the claiming in the position he would have been in had the contract been properly performed |
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Contributory negligence |
Claimant is partly responsible for his own injury, the defendant can plead the defence of contributory negligence Court may reduce damages awarded |
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Repudiation |
Act, intention or threat of disowning or rejection of an agreement already accepted or agreed to |
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Letter of comfort |
Used to assure a contracting party that a parent company will provide its subsidies with the necessary resources to fulfil the contract Objective is to create a morally binding but not legally binding assurance |
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Binding in honour only |
The parties have decided that the agreement should not have contractual force. Eg not a contract as there is no intention to create legal relations |
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Tribunal |
Usually sit as a panel incorporating a legal qualified tribunal chairman as well as a panel of members with specific areas of expertise |
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Literal rule |
Words must be given their ordinary dictionary meaning even if this produces an undesirable outcome |
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Special relationship |
Exist where a professional person advises a known person who relies on the statement for a known person |
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Vicariously liability |
Occurs when one person is held responsible for the negligence of another. Typically applies in an employment context |
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Neighbour principal |
You must take reasonable care to avoid acts or omissions which you ought reasonably foresee that would be likely to injury your neighbour.
Neighbour-person who is directly affected by my act that I ought reasonably to have them in contemplation |
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Tort |
A civil wrong that causes a claimant to suffer loss or harm resulting in legal liability for the person who committed the tortious act. |
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Injunction |
A court order preventing someone from doing something |
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Reliance damage |
Damages awarded for losses suffered in reasonable reliance on promise Are calculated by asking what it would take to restore the injured party to the economic position occupied before the party acted in reasonable reliance on the promises |
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Liquidated damages |
Genuine pre estimate of the expected loss The amount stated is the amount of damages claimable and enforced by the courts |
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Quantum meruit |
“As much as he deserves “ The amount to be paid for service when no contract exist or when there is doubt as to the amount due for the work performed |
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Damages for loss of bargain |
Amount which will put the claiming in the position he would have been in had the contract been properly performed |
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Contributory negligence |
Claimant is partly responsible for his own injury, the defendant can plead the defence of contributory negligence Court may reduce damages awarded |
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Repudiation |
Act, intention or threat of disowning or rejection of an agreement already accepted or agreed to |
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Letter of comfort |
Used to assure a contracting party that a parent company will provide its subsidies with the necessary resources to fulfil the contract Objective is to create a morally binding but not legally binding assurance |
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Binding in honour only |
The parties have decided that the agreement should not have contractual force. Eg not a contract as there is no intention to create legal relations |
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Tribunal |
Usually sit as a panel incorporating a legal qualified tribunal chairman as well as a panel of members with specific areas of expertise |
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Literal rule |
Words must be given their ordinary dictionary meaning even if this produces an undesirable outcome |
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Golden rule |
When literal rule gives more than one meaning or provides an absurd result use golden rule to ensure that preferences is given to the meaning that does not result in provision being an absurdity |
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Special relationship |
Exist where a professional person advises a known person who relies on the statement for a known person |
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Vicariously liability |
Occurs when one person is held responsible for the negligence of another. Typically applies in an employment context |
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Neighbour principal |
You must take reasonable care to avoid acts or omissions which you ought reasonably foresee that would be likely to injury your neighbour.
Neighbour-person who is directly affected by my act that I ought reasonably to have them in contemplation |
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Tort |
A civil wrong that causes a claimant to suffer loss or harm resulting in legal liability for the person who committed the tortious act. |
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Injunction |
A court order preventing someone from doing something |
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Reliance damage |
Damages awarded for losses suffered in reasonable reliance on promise Are calculated by asking what it would take to restore the injured party to the economic position occupied before the party acted in reasonable reliance on the promises |
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Liquidated damages |
Genuine pre estimate of the expected loss The amount stated is the amount of damages claimable and enforced by the courts |
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Quantum meruit |
“As much as he deserves “ The amount to be paid for service when no contract exist or when there is doubt as to the amount due for the work performed |
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Damages for loss of bargain |
Amount which will put the claiming in the position he would have been in had the contract been properly performed |
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Contributory negligence |
Claimant is partly responsible for his own injury, the defendant can plead the defence of contributory negligence Court may reduce damages awarded |
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Repudiation |
Act, intention or threat of disowning or rejection of an agreement already accepted or agreed to |
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Letter of comfort |
Used to assure a contracting party that a parent company will provide its subsidies with the necessary resources to fulfil the contract Objective is to create a morally binding but not legally binding assurance |
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Binding in honour only |
The parties have decided that the agreement should not have contractual force. Eg not a contract as there is no intention to create legal relations |
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Tribunal |
Usually sit as a panel incorporating a legal qualified tribunal chairman as well as a panel of members with specific areas of expertise |
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Literal rule |
Words must be given their ordinary dictionary meaning even if this produces an undesirable outcome |
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Golden rule |
When literal rule gives more than one meaning or provides an absurd result use golden rule to ensure that preferences is given to the meaning that does not result in provision being an absurdity |
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Mischief rule |
Used to interpret a statute in a way which provides a remedy for the mischief that the statute was enacted to prevent I.e looks for the wrong (what parliament meant) |
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Special relationship |
Exist where a professional person advises a known person who relies on the statement for a known person |
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Vicariously liability |
Occurs when one person is held responsible for the negligence of another. Typically applies in an employment context |
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Neighbour principal |
You must take reasonable care to avoid acts or omissions which you ought reasonably foresee that would be likely to injury your neighbour.
Neighbour-person who is directly affected by my act that I ought reasonably to have them in contemplation |
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Tort |
A civil wrong that causes a claimant to suffer loss or harm resulting in legal liability for the person who committed the tortious act. |
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Injunction |
A court order preventing someone from doing something |
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Reliance damage |
Damages awarded for losses suffered in reasonable reliance on promise Are calculated by asking what it would take to restore the injured party to the economic position occupied before the party acted in reasonable reliance on the promises |
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Liquidated damages |
Genuine pre estimate of the expected loss The amount stated is the amount of damages claimable and enforced by the courts |
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Quantum meruit |
“As much as he deserves “ The amount to be paid for service when no contract exist or when there is doubt as to the amount due for the work performed |
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Damages for loss of bargain |
Amount which will put the claiming in the position he would have been in had the contract been properly performed |
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Purposive rule |
Here the court is not just looking to see what the gap was in the old law, it is making a decision as to what they felt parliament meant to achieve |
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Eiusdem generis |
Used to interpret loosely written statutes Where a law lists specific classes and then refers to them in general, the general statement only apply to what is listed |
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Expressio unius exclusio alterius |
Statute seeks to establish a list of what is covered by its provisions then anything not expressly in the list is specifically excluded No dogs allowed would then imply that it is okay for cats |
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Supreme Court |
Final court of appeal for all uk civil and criminal cases. It hears cases of the greatest public or constitutional importance affecting the population 12 members, 5 justices of Supreme Court hear an appeal. Decide issues in relation to law Used to be called House of Lords |
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Promissory estoppel |
A promise is enforceable by law even if made without formal consideration It prevents a person going back on his promise to accept a lesser amount |
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Promissory estoppel |
A promise is enforceable by law even if made without formal consideration It prevents a person going back on his promise to accept a lesser amount |
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Privity of contract |
The relation between the parties in a contract which entitles them to sue each other but prevents a third party from doing so |
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Derogation |
A provision which allows for all or part of a legal measure to be applied differently or not at all by public authorities Eg exemptions from the rule |
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Voluntary liquidation |
2 types 1. Members voluntary liquidation - undertaken by solvent companies to wind up and distribute 2. Creditors voluntary liquidation - company insolvent - limit personal liability and avoid a threat of compulsory liquidation |
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Voluntary liquidation |
2 types 1. Members voluntary liquidation - undertaken by solvent companies to wind up and distribute 2. Creditors voluntary liquidation - company insolvent - limit personal liability and avoid a threat of compulsory liquidation |
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Proxy |
A person who is designated by another to represent that individual at a meeting or before a public body |
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Quorum |
Minimum number of members that need to be present at a meeting in order to validate business |
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Written resolution |
Private companies only Can be proposed by director or shareholder who owns at least 5% of voting rights in company Passed in writing rather then general meeting where each member cast vote in person or proxy Must be passed 28 days |
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Written resolution |
Private companies only Can be proposed by director or shareholder who owns at least 5% of voting rights in company Passed in writing rather then general meeting where each member cast vote in person or proxy Must be passed 28 days |
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Ordinary resolution |
Requires more then 50% to pass Only need to registrar or required by statute Purpose - whenever law or articles do not require special resolution |
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Special resolution |
Requires 75% to pass Must be went to registrar within 15 days Purpose - amend name/ articles, wind up company or reduce share capital |
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Special resolution |
Requires 75% to pass Must be went to registrar within 15 days Purpose - amend name/ articles, wind up company or reduce share capital |
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Uncalled share capital |
The amount of unpaid share capital that has not yet been called for from shareholders and therefore remains unpaid |
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Class rights |
Rights that attach to a particular class of shares but not to another class or to shareholders in general Usually created in company’s articles of association Relate to matters such as voting at meetings, right to share in surplus asset or dividend rights |
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Preference shares |
Can attend general meetings Voting rights - none or restricted by the articles of Association Dividend rights - fixed dividend paid in priority to others , usually cumulative Surplus on winding up- prior return on capital but cannot participate in surplus |
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Ordinary shares |
Full voting right Dividend rights-paid after preference dividends. Not fixed Surplus on winding up- entitled to share surplus after preference shares have been paid |
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Treasury shares |
Shares which are bought back by the issuing company, reducing the number of shares outstanding on open market They can either be cancelled or reissued Do not have voting rights nor can receive dividend |
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Substantial assets |
If it’s value either exceeds £100,000 or exceeds 10% of the company’s asset value and is more the £5000 |
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Reasonable test |
The standard expected of the director 1. Objective test Must show care as could reasonably be expected from a competent person 2. A subjective test Expected to show skill which may be assumed from a person of his knowledge and experience |
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De facto director |
Not formally appointed but he performs the acts or duties of director |
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De jure director |
A person formally and legally appointed or elected as director in accordance with the articles of Association |
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De jure director |
A person formally and legally appointed or elected as director in accordance with the articles of Association |
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Crystallisation |
The process of a floating charge converting into a fixed charge Company can no longer deal freely with the assets - liquidation - company ceases to carry on business |
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De jure director |
A person formally and legally appointed or elected as director in accordance with the articles of Association |
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Crystallisation |
The process of a floating charge converting into a fixed charge Company can no longer deal freely with the assets - liquidation - company ceases to carry on business |
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Debenture |
A long term security yielding a fixed rate of interest , issued by a company and secured against assets |
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Floating charge |
3 mains characteristics On a class of assets present and future Asset within the class will change from time to time Company has freedom Cannot be created in partnership |
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Fixed charge |
Legal or equitable mortgage on a specific asset (eg land ) which prevents the company dealing with the asset without the consent of mortgage 3 characteristics Identified asset Asset intended to be retained permanently in business No general freed to sell asset |
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Statutory pre emption rights |
Only applies to ordinary shares which must be paid in cash. New shares offered to existing shareholders in proportion to their shareholding Purpose not to dilute individual members shareholding Offer last 21 days |
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invitation to treat |
an expression of willingness to negotiate. A person making an invitation to treat does not intend to be bound as soon as it is accepted by the person to whom the statement is addressed |
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Statute |
written law passed by a legislative body. |
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Common law and equity |
English legal system The Judicature act led to a Merger of both equity and common law which incorporated the principles of both in order to benefit a more wholesome system of judgement |
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Public law vs private law |
Public law deals with issues that affect the general public or state (society as a whole ) Private law affects the rights and obligations of individuals, families, businesses and small groups and exists to assist citizens in disputes involved in private matter. |
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Criminal law |
The law of crimes and punishments Form of public law Individuals Offences against the state or federal government (eg breaking the law) Case is brought by state |
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Civil law |
The law of civil or private matters Form of private law Involves the relationship between individual citizens Case is brought by claimant |
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Doctrine |
A rule or principle of law |
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Ratio decidenda |
The rule of law on which a judicial decision is based on Binding precedent (It is the rationale for reaching the decisions of a case) |
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Obiter dictum |
“something said in passing “ When judges put comments in opinions that are immaterial to the line of reasoning that leads to the decisions in the case Comments such as this is non binding |
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Pre incuriam |
“Through lack of care” A court decision is one which ignores a contradictory statute or binding authority and is therefore wrongly decided and of no force finding of per incuriam means that a previous court judgment has failed to pay attention to relevant statutory provision or precedents. |
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Acts of parliament |
Creates a new law or changes and existing one An act= bill that has been approved by both House of Commons and House of Lords plus given royal assent |
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Acts of parliament |
Creates a new law or changes and existing one An act= bill that has been approved by both House of Commons and House of Lords plus given royal assent |
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Court of appeal |
Criminal appeals are heard in the Criminal Division, and civil appeals in the Civil Division. The Criminal Division also hears appeals from the Crown Court, while the Civil Division hears appeals from the County Court, High Court of Justice and Family Court. highest court within the Senior Courts of England and Wales, and second in the legal system of England and Wales only to the Supreme Court of the United Kingdom.The COA was created in 1875,and today comprises 39 Lord Justices of Appeal and Lady Justices of Appeal.[ |
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Court of justice of European Union (CJEU) |
CJEU is the chief judicial authority of the European Union and oversees the uniform application and interpretation of European Union law, in co-operation with the national judiciary of the member states.CJEU also resolves legal disputes between national governments and EU institutions, and may take action against EU institutions on behalf of individuals, companies or organisations whose rights have been infringed. |
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House of Lords |
It shares the tasks of making and shaping laws, checking and challenging the governments work |
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Judicial |
The administration of justice The system of courts that interprets and applies the law in a country |
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County court |
Deals with civil matters (where an individual believes their rights have been infringed) Can deal with contract, tort(civil wrong) , landlord and tenant, probate and insolvency District judge - deal with majority of cases. Hearing is informal. Circuit judge - hears most fast tracked cases |
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High court of justice |
The High Court consists of three divisions: the Queen's Bench Division- civil work is handling contract and tort cases which are unsuitable for the county courts. the Chancery Division-deals with land laws, trusts, company law, partnerships law, insolvency, etc. It hears appeals from county court on probate and insolvency and the Family Division. |
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Magistrates court |
All criminal cases start in a magistrates’ court. Cases are heard by either: 2 or 3 magistrates a district judge There is not a jury in a magistrates’ court. summary offences’, for example: most motoring offences minor criminal damage common assault (not causing significant injury) It can also deal with some of the more serious offences, such as: burglary drugs offences These are called ‘either way’ offences and can be heard either in a magistrates’ court or a Crown Court. |
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Judicial committee or the privy council (JPC) |
Highest court of appeal is not bound by its own previous decisions, but may depart from them in exceptional circumstances if following its previous decisions would be unjust or contrary to public policy. Hears both civil and criminal appeals Eight to appeal to the JPC is regulated by the constitution and legislation of particular country |
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European court of human rights (ECtHR) |
The court hears applications alleging that a contracting state has breached one or more of the human rights provisions concerning civil and political rights set out in the Convention and its protocols. Will only be heard if English courts have been exhausted |
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Specific performance (contract law) |
Equitable remedy in the law of contract whereby a court issues an order requiring a party to perform a specific act. (Usually involving land) Not for personal services |
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Implied terms |
Terms that are not written into your contract of employment but are considered to be part of it. Terms may be implied into contract through statutes, customs or by court |
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Balance of probability |
Standard of proof I’m a civil law case |
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Beyond reasonable doubt |
Standard of proof in criminal case |
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Expressed terms |
A term specified in a contract of employment such as the amount you are to be paid |
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Passing off |
The principle underlying the tort of passing off is that a man is not to sell his own goods under the pretence that they are goods of another man. The key issue is the danger of misrepresentation as to the origin of goods or services |
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Judicial precedents |
The system adopted by judges of following decisions in previous cases.
Judges follow previous decided cases where the facts are similar. |
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Duty of care to claimant |
1. Was damages reasonably foreseeable. 2. Was there a relationship of proximity between parties. 3. It is fair, just and reasonable to impose a duty of care on the defendant |
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An offer |
A verbal promise to be bound on specific terms. |
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Representation (in contract) |
A statement of fact which is relied on by the receiving party and induces them to enter into the contract. It is normally before the contract, but may be repeated in the contract as well During pre contract negotiations |
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Agent by necessity |
Is an agency created by an emergency arising from a situation making it necessary or proper for the agent to act without receiving the authorisation of the principal. Four conditions to be satisfied: P’s property is entrusted to A Emergency arises making it necessary for A to act. Not possible to communicate with P A acts in the interest of P |
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Agent by ratification |
If agent exceeds his authority or a person has no authority to act as agent the principle has no liability unless principal ratified the contract. Effect of ratification is to backdate A’s authority as agent.
Requires P to: Have contractual capacity to make contract Been in existence both when contract made and date of ratification Be identified when contract made Be aware of material facts Signify his intention to ratify whole contract within reasonable time. |
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Agent by ratification |
If agent exceeds his authority or a person has no authority to act as agent the principle has no liability unless principal ratified the contract. Effect of ratification is to backdate A’s authority as agent.
Requires P to: Have contractual capacity to make contract Been in existence both when contract made and date of ratification Be identified when contract made Be aware of material facts Signify his intention to ratify whole contract within reasonable time. |
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Agency by estoppel |
Someone giving the impression that they are an agent acting on behalf of an individual/ company. This agency is not officially appointed and not authorised to represent the person or company |
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Executed Consideration |
Consideration is in the form of an act carried out at the time the contract is made Eg. Handing over £1 and receiving newspaper |
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Issued share capital |
Compromises share capital that has actually been issued released or sold by the company |
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Issued share capital |
Compromises share capital that has actually been issued released or sold by the company |
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Paid up share capital |
The amount which shareholders have actually paid on the shares issued |
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Called up share capital |
The amount of unpaid share capital which has been called for from shareholders but not yet paid. |
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Statutory pre-emption rights |
New shares offered to existing shareholders in proportion to their shareholding’s. Raises new funds Purpose is not to dilute individual members shareholding Only applies to ordinary shares which must be paid for in cash Offer open for 21 days |
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Allotment of shares |
Where the shares are allocated to a person under a contract of allotment Once the shares are allotted and the holder is entered in the register of members they become a member of the company. |
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Insider dealing |
The illegal practice of trading on the stock exchange to ones own advantage through having access to confidential information |
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Dealing |
Acquiring or disposing of securities whether as a principal or agent, or agreeing to acquire securities |
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Qualifying investments |
Those which are traded on the uk’s prescribed markers as well as those traded on other European regulated markets |
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Money laundering |
Process by which the proceeds of crime are converted into assets which appear to have a legal rather than an illegal source. The aim of disguising the source of the property is to allow the holder to enjoy it free from suspicion as to its source. |
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Bribery |
Act implying money or gift given that alters the behaviour of the recipient. It is the offering, giving, receiving or soliciting of any item of value to influence the actions of an official or other person in charge of a public or legal duty. |
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Phoenix companies |
A phoenix company is formed when the assets of an insolvent company are purchased by the company's directors during administration |
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The fraud act 2006 |
The defendant must have been dishonest and have intended to make a gain or to cause a loss to another |
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Dissemination |
Giving out information that conveys a false or misleading impression about an investment or the issuer of an investment where the person doing this knows there information to be false or misleading |
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Employee |
Works under a contract of service Control test - where and when he does work Integration test - is employed work integrated into the business. |
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Independent contractor |
Works under a contract for Service Economic reality test ( multiple test) |
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Shadow director |
A person in accordance with whose directions or instructions the directors of the company are accustomed to act. Anyone who is directly calling the shots at a company or an area within the company. However a person is not to be regarded as a shadow director by reason only that the directors act on advice given by him in a professional capacities. |
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Procedural ultra vires |
When a piece of delegated legislation is deemed to have not followed the correct procedures which was required by the enabling act |
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Deferred prosecution agreement |
Allows commercial organisation under which the prosecutor will bring criminal charges but then immediately suspend the process on the basis that the organisation has agreed to a number of conditions determined by the prosecutor |
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Fraudulent trading |
Where the company’s business is carried on with intent to defraud creditors or for any fraudulent purpose |
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Wrongful trading |
On a winding up it appears to the court that the company has gone into insolvent liquidation and before the start of winding up the director knew or ought to have known that there was no reasonable prospect that the company would avoid going into insolvent liquidation |
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Statutory instruments |
Made by government ministers using powers delegated by parliament |
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Executory consideration |
Is given where there is an exchange of promises to do something in the future |
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Conditions |
An important term going to the root of the contract. Breach can result in damages or discharge |
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Warranties |
Less important term incidental to main purpose Breach can result in damages only |
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Innominate terms |
Neither a condition or a warranty. Remedy depends on the effects of the breach.
If ruined entire value of the contract for the innocent party it is likely the court will allow the aggrieved party to end the contract. However if minor will only allow to sue for damages |
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Floodgate test |
floodgates principle, or the floodgates argument, is a legal principle which is sometimes applied by judges to restrict or limit the right to make claims for damages because of a concern that permitting a claimant to recover in such situations might open the metaphorical "floodgates" to large numbers of claims and lawsuits. |
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Administration |
Often used as an alternative to putting a company into liquidation. The main aim is often to rescue the company in financial difficulties with the aim of allowing it to continue as a going concern |
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Substantive ultra vires |
When a piece of delegated legislation is deemed to be void because it places provisions on an area beyond the powers given to the decision maker by the enabling act |
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Rescission |
the revocation, cancellation, or repeal of a law, order, or agreement.restores the parties to their exact pre contractual position |
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Collective redundancy |
Plan to make 20 or more employees redundant in one place of work within a 90-day period.Must inform department for business , energy and industrial strategy Consult workplace representative. Consultation within 30 day (20-99) and 45 (100+) |
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Sleeping partner |
Takes no active part in the running of the business. However is jointly and severally liable for the debts and contracts of the business. |
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Limited partnership |
Partnership in which the liability of one or more partners is limited to their capital contribution. Must be a partner with unlimited liability Registered with the registrar of companies as limited partnership May not participate in management No power to bind the form to contract |
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Designated member |
Perform the administrative and filing duties of the LLP Incorporation documents specified who they are Must be at least 2 designated members if none then all are |
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Noscitur a sociis |
A word is known by the company it keeps Unclear word or phrase should have meaning based on the words or phrases around it. |
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Ring fenced |
In liquidation when assets are subjected to floating charges. 50% of the first 10,000 plus 20% of the rest up to a max of 600,000 |
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But for test |
A claimant must demonstrate that he has suffered loss or damage as a direct consequence of the breach. But for the actions of the defendant the claimant would not have suffered the damage |
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Res ipsa loquitor |
There is no other explanation for what has occurred The thing speaks for itself |
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Person with significant control |
Owns more than 25% of company’s shares and owns more than 25% of the company’s voting right. Right to appoint or remove majority of board Significant influence or control over company, trust or firm |
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Statutory interpretation |
The interpretation of statute by the courts |
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Statute |
Law created by parliament in the form of legislation. |
