COMMERCIAL LAW

Our solicitors and lawyers provide legal advice to business, and undertake all level s of commercial and corporate transactions and disputes, spanning a wide range of industries and sectors, whether general legal advice or highly technical and complex transactional or litigation work.

We provide legal advice to national and multi-national businesses, commercial trading companies, SME and small business individuals, including technology companies, manufacturers, media companies, publishers, manufacturers, producers, developers, software houses, distributors and all sectors of Government agencies - in fact just about every sector of commercial business.

Our lawyers have all spent time in-house and therefore understand the real business needs and business political aspects of any legal issue, knowledge based on real hands-on experience at the sharp end where you are, not just based on the theoretical understanding of business that most lawyers have when they've stepped straight from university into a law firm and have never worked in the real world. We understand that business relations are important and that losing goodwill means losing income.

we assist our corporate and commercial clients:
we assist the management of internal processes;
we advise on regulatory compliance issues;
we provide legal advice on contracts and disputes,
we framing and prepare business contracts;
we manage and assist in commercial disputes.

We can provide virtual in-house service where we appear to be your internal legal department.

We understand that you should base business decisions on solid legal advice, and that many contracts are written under English Law and jurisdiction because of the sophistication and adaptability of English company and commercial law and the inscrutability of English judges.

Many solicitors claim to specialise in "business and commercial law" but the reality is that these fields are very large and complex and so tend to be serviced by specialist solicitors who only handle business and commercial law and don't handle conveyancing, wills, divorce, legal aid etc.

We do Commercial and Business Law only (including employment, intellectual property, confidentiality and media and technology law), but that's all we do - we specialise and if you need help in our specialist area, we're always happy to help.

See our individual sections on

Business Law,
Business Litigation,
Contract Drafting,
Contract Negotiating,
Employment,
Debt Recovery; and
Directors Advice & Service Addresses.

Commercial Matters
Advice on

General Commercial Matters
General Contract Matters
Contract negotiation, strategy & dispute management
Contract Structuring
Commercial Fraud and Misrepresentation
Contract Administration & Management
Fixed-fee development contracts
3rd party transfer of contractual obligations
Director Liability Advice
Director/partnership issues
Shareholder and Shareholder Derivative Actions
Risk allocation & project management issues
Post-contract change management
Specifications liability contract management & advice
Contract documentation management
Advising on proper terms of contract including unlawful, unreasonable or unfair terms and conditions
Restraints of trade (including post-employment obligations)
Detailed schedule management and drafting
Pre-contract Contractual Risk advice
advising performance obligations
Good Faith advice
regulatory & Corporate compliance
Commission and Commercial Agents advice
Mediation, Arbitration and Litigation and Contentious Contract Disputes
Confidentiality and Trade Secrets
Court and related non-court injunctive, seizure and conservation remedies

Employment related matters

wrongful dismissal
breach of contract cases.
disciplinary performance & absence management
constructive dismissal
grievances, bullying, harassment
pay disputes,bonus & incentive arrangements
discrimination claims
severance or compromise agreements
maternity and paternity provisions
flexible work requests
redundancies and termination of employment
Employment and Office handbooks, policies and procedures
part-time and fixed-term workers, consultants, casual workers, volunteers
disputes and resolution management
Directors' service agreements
Staff Handbooks
Consultation polices and procedures
Disciplinary and grievance proceduress
Discrimination policies and procedures
Redundancy polices and procedures
Absence & performance management policies
Confidentiality, business protection agreements & restrictive covenants
Practical advice on general day-to-day HR problems
business transfers and the TUPE regulations
Employment support in acquisitions, mergers and disposals.
Employment tribunal cases for unfair dismissal and discrimination claims
Employment appeal cases

Europe-wide Contract Law Proposed

On 1 July 2010 the European Commission published a Green Paper setting out policy options for introducing a European contract law for consumers and businesses.

more...

DANGEROUS LETTERS OF INTENT

Oct 2010: Müller supplies dairy products and RTS supplies and installs machinery for packaging food products. Müller selected RTS to supply it with a system to package yoghurt pots and start was agreed under a letter of intent that set out the full contract sum and it also stated that the final contract would be based on Müller’s amended form of MF1 and for a limited four-week “initial” period. Negotiations dragged and the initial period came and went and the letter of intent was not issued. RTS worked and Müller paid until a dispute aose. RTS refused to finish installing the equipment. Mr Justice Clarke of Technology and Construction Court found that the letter of intent had expired at the end of the initial period and did not govern the relationship between the parties thereafter. It also decided that as the parties continued to carry out works after the letter of intent had expired, they intended to create legal relations and enter into a contract but was not the MF1 terms but one that excluded some of the MF/1 terms (limited contract). RTS now argued that no contract was concluded after the letter of intent expired and as there was no formal contract RTS was entitled to bring a quantum meruit claim. The Court of Appeal decided that there was no contract between the parties because the MF1 terms included a “subject to contract” clause and therefore that no contract was formed. The Supreme Court confirmed that the letter of intent had expired at the end of the initial period; and conduct thereafter suggested that parties intended to enter into a contract and amounted to a waiver of the “subject to contract” clause and that therefore the full MF1 had been entered into. Comment: Three separate court proceedings! Three different decisions! Make sure letters of intent are for (i) a limited scope of works and (ii) a limited period of time and (iii) for a limited maximum sum and (iv) must specify what will happen when the letter expires and the default position if the expected position does not occur. RTS Flexible Systems Limited v Molkerei Alois Müller Gmbh & Company KG (UK Production) (2010). (The Müller case)

Blinx UK Ltd v Blinkbox Entertainment Ltd, Ch Div (Floyd J), 5/2/10
Blinx UK Ltd v Blinkbox Entertainment Ltd, Ch Div (Floyd J), 5/2/10 Location: Case TypesIntellectual PropertyTrade Marks Posted by: Law Brief Publishing 24/02/2010 23:24 An application for an interim injunction, restraining use of a name alleged to amount to passing off and trade mark infringement, was refused where the claimant had delayed more than a year in bringing the application. The claimant’s website BLINKX.COM provided access to film, television and video content, and the defendant had launched BLINKBOX.COM offering a service for viewing, customising and sharing television and video clips. It had been unreasonable and unjustified for the claimant to wait until confusion arose in the market before commencing proceedings Court: No court set yet

Research in Motion UK Ltd v Motorola Inc, Ch Div (Arnold J), 3/2/10
Motorola’s European patent concerning a messaging gateway system was invalid as lacking an inventive step, and was not infringed by two systems operated by the claimant under the well-known BlackBerry trade mark. Court: High Court (Patents Court) (England and Wales)

Virgin Atlantic Airways Ltd v Premium Aircraft Interiors UK Ltd [2009] EWCA Civ 1062 (22 October 2009)
Virgin Atlantic Airways Ltd v Premium Aircraft Interiors UK Ltd [2009] EWCA Civ 1062 (22 October 2009) The Court of Appeal found in favour of the appellant patentee, reversing the decision below and holding a patent for an airline seating system valid and infringed by the respondent’s system for a rival airline (BA). The core finding was that the claimed invention was not limited to systems which use ‘flip-over’ seats (contoured as a seat on one side, and flat on the other side for use as a bed). The patent was not invalid for added matter because the parent application did cover systems which did not use “flip-over”. Jacob LJ clarified that the skilled reader of a patent can be expected to know (or to find out) about such matters as explicit drafting conventions and divisional applications. Court: Court Of Appeal (England and Wales)

New Data Protection Fines
New £500,000 Data Protection Fines come into play.
From 6th April 2010, the Information Commissioner (ICO) will be able to order organisations to pay up to £500,000 as a penalty for serious breaches of the Data Protection Act. The ICO has produced statutory guidance about how it proposes to use this new power, which has been approved by the Secretary of State for Justice, and was laid before Parliament in January.

BSW Ltd v Balltec Ltd [2006] EWHC 822 (Ch) (11 April 2006)
BSW Ltd v Balltec Ltd [2006] EWHC 822 (Ch) (11 April 2006)
An application for pre-action disclosure of design drawings belonging to a potential defendant to a design right and copyright claim was rejected. The applicant alleged that it was impossible for the respondent to have designed, produced and tested a range of products in a short period of time without copying the applicant’s designs. However, the applicant was unable to particularise its claim without pre-action disclosure of the respondent’s designs. The claim was speculative and based on uncorroborated statements of impression and theory not supported by expert evidence, and disclosure might damage the respondent, whose designs were secret and alleged to be valuable. Court: High Court (Chancery Division) (England and Wales)

Nanjing Automobile (Group) Corporation & Ors v MG Sports & Racing Europe Ltd
Nanjing Automobile (Group) Corporation & Ors v MG Sports & Racing Europe Ltd & Anr, Ch Div (Sir William Blackburne), 19/2/10 An action for trade mark infringement and passing off, brought by the Chinese transferees of the business and assets of the British car manufacturer MG (in administration in 2005), was successful. The defendant English company had purported to buy the “MG X POWER” trade mark from the liquidator in 2007 along with the sports car arm of the business, but on a proper construction of the 2005 agreement with the Chinese purchaser, all the trade marks including the MG X POWER mark were transferred to the Chinese in 2005. The purported agreement to sell the mark in 2007 was therefore of no effect. Court: High Court (Chancery Division) (England and Wales)

FNM Corporation Ltd v Drammock International Ltd & Anor [2009] EWHC 1294 (Pat) (15 June 2009)
FNM Corporation Ltd v Drammock International Ltd & Anor [2009] EWHC 1294 (Pat) (15 June 2009)
A patent claiming an aerosol spray containing water and dimethyl ether was invalid for lack of novelty and obviousness in light of prior art and common general knowledge. Communications from the claimant and its solicitors conveyed threats of proceedings for patent infringement but were protected by s.70(2A)(b) of the Patents Act 1977 because the claimant did not have reason to suspect that the patent was invalid at the time of the threats. Court: High Court (Chancery Division) (England and Wales)

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| By popular demand we reproduce our lawyer jokes originally from 1997 as follows: Lawyers from Hell | Longer in Hell | |