Kent Solicitors

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: Capital gains tax entrepreneurs relief

Justin Forster is currently offering fixed fee meetings for £50 plus VAT to discuss any divorce, separation or  family issues that you may wish to discuss.  Justin will have a face to face meeting with you to discuss the issues and the best way forward.  Advice will be confirmed to you in writing following a fixed fee meeting.

To make an appointment with Justin contact him direct on 07730 531 584 or email jvf@kaslers.co.uk

Alternatively, ring Kaslers Solicitors on 0845 270 2511 and one of the support staff will be happy to help.

For further information visit http://www.kentfamilysolicitor.com/

Labels: divorce fixed fee meetings, matrimonial separation advice

An intermediary will often wish to be paid a commission if the deal goes ahead. The problem is that deals do not necessarily happen immediately. Negotiations may falter, the parties go away but then come back at a later date and get the deal together



The question arises as to whether the intermediary should get his commission in those circumstances.



Although in estate agency cases, the courts will normally imply that commission is payable only where the agent is the "effective cause" of the transaction; in other areas the courts will look at the literal meaning/ wording of the contract. The commission is payable whether or not the intermediary is the effective cause provided the wording supports it



Also, be careful about wording saying that the agent will be entitled to commission if the transaction proceeds within 12 months of the customer terminating the agreement. Often the customer forgets to terminate formally the agreement, he just stops writing/talking

Labels: commercial contract commission intermediary effective cause

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

Proper Preparation Prevents Pathetically Poor Performance



In any large project, it is important to plan out exactly what needs to be done at every stage. Yet another case has come before the court were both sides were alleging that the other was responsible for the contract going wrong. It was for the design and information of a new computer system.



The system was not planned out in advance and the project started with the client still having to make some major decisions about how it should be developed. The client did not make those decisions promptly and indeed, changed its mind on occasion. The court described that conduct as a breach of contract but that it was not sufficiently serious to amount to a repudiatory breach-of-contract.



On the other hand, the contractor is indicated by their words and actions that they were completely fed up and wanted to get out of the contract. The court held that the contractor had committed a repudiatory breach-of-contract for which they should pay damages



For whatever reasons, the client decided not to upgrade their computer system but to modify their old one. The contractor had to pay for that, less the cost of the new system as finally agreed after all the variations. The court awarded well over £1 million

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