Drafting

Question 1

if a legal document is intended to take effect as a deed, what might the execution clause state?

Answer 1

Question 2

where should definitions be contained?

Answer 2

Definitions that are to apply throughout the document should be put in alphabetical order in a definitions clause at the start of the operative part of the document.

Question 3

a definition should be given a capital letter and should be capitalised throughout the document, true or false?

Answer 3

true - note if you dont pick up on this > fail

Question 4

a definition should only define, it should not do what?

Answer 4

create a substantive right / obligation

Question 5

what words should be avoided when drafting a legal document?

Answer 5

• words of similar sound/appearance

Question 6

how does the ejusdem generis rule effect drafting?

Answer 6

• When general words follow specific words, the general words are limited to things of the same class as the specific words
• To avoid ambiguity, add (as appropriate):
  “whether of the same kind as [the causes] previously listed or not”

Question 7

if a legal document creates a right/responsibility, it must also identify what?

Answer 7

the person who has that right/responsibility

e.g. if you can terminate a contract by serving notice - the contract should state who serves the notice and on whom it is served

Question 7

You are drafting a lease for a term of 90 years. Your instructions are that the lease is to commence on 1 April 202X.

Fill in the blank ‘‘For a term of 90 years _____ 1 April 202X.”

Answer 7

from and including

Question 8

what should not be included in the particulars of claim even if provided in the client’s instructions?

Answer 8

• expert or witness evidence
• can take information from it but just dont quote it or say its from an expert
• e.g. if the reason books are not bound to a satisfactory quality because the book binding agent was only 20% and not 45% (but an expert is the one who has said this) > still say this is the reason they are not of satisfactory quality but dont X expert says the reason for this are…

Question 9

how should dates be written in a statement of case?

Answer 9

14 May 2025, not 14/05/2025

Question 10

how should numbers be expressed in a witness statement?

Answer 10

as figures - ‘3 stages’ not ‘three stages;

Question 11

who usually drafts the contract for sale for a property purchase?

Answer 11

seller’s sol

Question 12

who usually drafts the transfer deed for a property purchase?

Answer 12

buyer’s sol

Question 13

A deed must make it clear that it is a deed; be signed by
the parties; and be delivered. How would an individual go about executing a deed?

Answer 13

signing it and having their signature witnessed by an independent witness, who also signs the deed to signify that they were present when the deed was signed

Question 14

who executes a transfer deed?

Answer 14

• always seller
• buyer may do so if they are entering into an obligation or making a declaration

Question 15

draft a repair covenant in a lease

(what wording should you avoid)

Answer 15

‘The Tenant must repair the Property and keep it clean and tidy.’

‘The Tenant shall repair the Property’

avoid keep > means to put into repair

Question 16

draft landlord’s insurance covenant in a lease

Answer 16

‘The Landlord must keep the Centre insured against loss or damage by the Insured Risks for the Reinstatement Cost.’

• in the interpretation section of the lease you would list the ‘insured risks’ and what is included in ‘reinstatement costs’

Question 17

in the interpretation section of a lease you might define Reinstatement Costs as…

Answer 17

‘Reinstatement Cost includes any costs of:
- demolition
- site clearance
- site protection
- shoring up
- PROFESSIONAL’S AND STATUTORY FEES
- INCIDENTAL EXPENSES
- ANY OTHER WORK to the Centre THAT MAY BE REQUIRED BY LAW
- ANY VAT on all such costs, fees and expenses
- and taking into account inflation of building costs.’

Question 18

in the interpretation section of a lease you might define ‘Insured Risks’ as

Answer 18

‘Insured Risks means fire, explosion, lightning, earthquake, storm, flood, bursting and overflowing of water tanks, apparatus or pipes, impact by aircraft and articles dropped from them, impact by vehicles, riot, civil commotion, malicious damage and any other risks that the landlord may reasonably require from time to time.’

Question 19

draft the covenant regarding the landlord’s insurance policy being used to reinstate the property for a lease

Answer 19

‘The Landlord shall, subject to obtaining all necessary planning and other consents, use all insurance money received (other than for loss of rent) to reinstate the Centre.

If the Landlord reasonably considers that it is impossible or impractical to reinstate the Centre, the Landlord may terminate this lease by giving notice to the Tenant whereupon any proceeds of the insurance shall belong to the Landlord / Landlord and Tenant proportionate to the values of their respective interests.’

Question 20

draft a covenant for the suspension of rent in the event of an insured risk occurring under a lease…

Answer 20

‘If the Centre is damaged by an Insured Risk, payment of the Rent shall be suspended until the earlier of:
* the date on which the Centre has been reinstated so as to make the Property fit for occupation and use and accessible; and
* the date which is [three] years from and including the date on which the damage occurred.’

Question 21

you are drafting a lease. your client may want to change the use of the building in the future or may want to make structural alterations in the future. how could you draft the lease to allow for some of this flexibility?

Answer 21

• with the landlord’s consent
  e.g.
  ‘Not to use the Property other than as a shop selling children’s clothes or such other use falling within Use Class E [(a), (b)] of the Town and Country Planning (Use Classes) Order 1987 (as it applied in England at the date this Lease was granted) without the written consent of the Landlord (such consent not to be unreasonably withheld).

Question 22

what should be included in the disregards section of the lease?

Answer 22

(a) ‘Any effect on rent of the fact that the Tenant has been in occupation of the Property’.
(b) ‘Any goodwill attached to the Property by reason of any business carried out there by the Tenant’.
(c) ‘Any effect on rent attributable to any physical improvement to the Property carried out by the Tenant with all necessary consents and not pursuant to an obligation to the Landlord’.

Question 23

draft the following board minutes….

Lucie Millington and Will Baulkwill were appointed as Directors of the Company.

Helen Millington was appointed as Company Secretary.

Answer 23

Lucie Millington and Will Baulkwill were confirmed as directors of the Company and Helen Millington as the Company Secretary.

IT WAS RESOLVED to appoint Lucie Millington and Will Baulkwill each of whom consented to the appointment, as additional directors of the Company with immediate effect.

IT WAS RESOLVED to apppoint Helen Millington who consented to the appointment, as Company Secretary of the Company with immediate effect.

Question 24

when do you use it was noted vs it was resolved

Answer 24

"it is noted" signifies acknowledgment of information or a point, while "it is resolved" indicates a formal decision or action taken by the board

Question 25

draft the following board minutes.... 2 directors and a company secretary have handed in resignation letters

Answer 25

It was noted that letters of resignation and completed forms TM01 had been received from the first directors and secretary whose resignations were approved and confirmed.

Question 26

draft the following board minutes.... - it was agreed at the meeting to change the company name - the chairperson told the company secretary to file NM01 and pay the fee

Answer 26

It was resolved to change the company’s name to [new name]. [note how this was a decision taken so it was a resolution] The chairperson instructed the Company Secretary to pay [£ amount] in respect of the change of name fee and file the appropriate form [number].

Question 27

draft the following board minutes... - change to the company's accounting reference date

Answer 27

It was resolved that the Company's accounting reference date be changed to [day and month]. The chairperson instructed the Company Secretary in respect of the change of the accounting reference date to file the appropriate form AA01.

Question 28

Ulaw LLP is asked to draft an amendment to a company’s articles of association (which are based on the Model Articles) as the directors do not wish the chairperson of the board to have a casting vote. Is it TRUE or FALSE that an amendment is UNNECESSARY as the Model Articles already provide for this?

Answer 28

False. Because MA 13 provides that the chairperson has a casting vote in the event of a board resolution being tied. This can be useful as it also gives the chairperson more control than the other directors. However, it may not be desirable and so an amendment to a company’s articles of association may be appropriate.

Question 29

ULaw LLP is instructed to draft an amendment to a company’s articles of association which provides that the directors are not required to declare any interest (direct or indirect) in any actual or proposed transaction or arrangement with the company. Is it TRUE or FALSE that ULaw LLP should advise the client NOT to make this amendment?

Answer 29

True. - confuses stat obligation under s.177 CA with MA14 - can amend MA 14 but cant draft out of stat obligations

Question 30

the client asks you to draft the following clause in a shareholder's agreement, can you do so? “Any Shareholder who is also a director of the Company, may only vote at board meetings in accordance with the prior written instructions of all the other Shareholders.”

Answer 30

No you cannot draft it - it is unlawful. A shareholders’ agreement cannot restrict shareholders from voting a particular way in board meetings if they are also a director, because this could lead to the shareholder being in breach of their directors’ duties.

Question 31

draft the following clause.... - the client wants you to make sure shareholders cannot compete with or be employed by competitors of the Company, either whilst they are a shareholder or up to 6 months after they are a shareholder, without shareholders consent

Answer 31

“Except with Shareholder Consent, no Shareholder shall, during the times specified below, carry on or be employed, engaged or interested in any business which would be in competition with any part of the business of the Company. The times during which these restrictions apply are (a) any time when the party in question is a Shareholder, and (b) for a period of 6 months after the party in question ceases to be a Shareholder.”

Question 32

- draft a Bushell v Faith clause - where would you usually locate such a clause?

Answer 32

“On a poll on a resolution for the removal of a director, any shares held by that director shall have [X] votes per share.” - usually shareholder's agreement - could technically put in articles

Question 33

ULaw LLP is instructed by a company to draft a service contract for a new director. The director is only employed because he is a Member of the Royal Institution of Chartered Surveyors and the company would want to summarily terminate the agreement if the director ceases to hold that qualification. Draft this clause...

Answer 33

“It is a condition of this agreement that the Director is a Member of the Royal Institution of Chartered Surveyors and shall continue at all times during the Appointment to be so qualified. The Company may terminate the Appointment with immediate effect without notice or payment in lieu of notice if the Director ceases to hold this qualification.”

Question 34

ULaw LLP is instructed by a company to draft a service contract for a new director. The company wishes to impose a total ban on the director conducting any outside business activities unless they have been previously approved by the Company. Draft this clause....

Answer 34

“During the Appointment the Director shall not, except with the Company’s prior written approval, whether paid or unpaid, be directly or indirectly engaged, concerned or have any financial interest as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity in any other business, trade, profession or occupation or the setting up of any business, trade, profession or occupation.”

Question 35

ULaw LLP is instructed by a company to draft a service contract for a new director. Draft a clause of the service contract to give effect to the client's following instructions... The director’s working hours and days each week are likely to be different but the director will be required to work 5 days each week with the times and days agreed by the parties by no later than the previous week. Whilst the director’s maximum weekly working hours will not exceed 39 hours, the director will not be paid for working any additional hours that may be necessary for the proper performance of their duties or to meet the needs of the Company.

Answer 35

“The Director’s working hours and days shall vary and the Director shall work 5 days each week at such times and on such days in the week as are agreed between the parties at least one week in advance, provided that the total hours each week does not exceed 39 hours. The Director may be required to work additional hours, without extra remuneration, as may be necessary for the proper performance of their duties or to meet the needs of the Company.”

Question 36

ULaw LLP is instructed by a company to draft a service contract for a new director. Draft a clause of the service contract to give effect to the client's following instructions... The director will be employed for 3 years but subject to either party giving at least 3 months’ notice.

Answer 36

“The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until it terminates on [date] without the need for notice unless previously terminated by either party giving the other not less than 3 months' notice in writing.”

Question 37

1) draft a director's notice of their interest in an existing transaction... 2) who does the director have to give the notice to - directors or shareholders?

Answer 37

For the purposes of [section 182(1) of the Companies Act 2006] [and article 14 of the articles of association of Company Limited], I, [name of director], declare that I am interested in the company’s existing contract with [X company] and that the nature of my extent and interest is that I own 50% of the shares in [X company].

Question 38

draft an ordinary resolution to approve a SPT: - a sale of a warehouse to a company which one of the directors has a 45% shareholding in...

Answer 38

“THAT the sale by the Company of its warehouse at [address] for the sum of £X to [company] being a company connected with [name of managing director] a director of the Company, be approved.”

Question 39

draft an ordinary resolution to provide the directors the general authority to allot £200,000 worth of shares...

Answer 39

1.1 THAT [in accordance with section 551 of the Companies Act 2006] the directors of the Company be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £X provided that this authority shall, unless renewed, varied or revoked by the Company, expire on [date in five years’ time] 1.2 This authority revokes and replaces all unexercised authorities previously granted to the directors of the Company.

Question 40

draft an ordinary resolution to disapply pre-emption rights to the allotment of £200,000 worth of shares...

Answer 40

[resolution 1 is the ord res to provide a general authority to allot shares] 2.1 THAT subject to the passing of resolution 1 the directors of the Company be generally empowered to allot equity securities pursuant to the authority conferred by resolution 1 provided that this power shall: 2.1.1 be limited to the allotment of equity securities up to an aggregate nominal amount of £200,000; and 2.1.2 expire on [date in five years’ time] unless renewed, varied or revoked by the Company prior to or on that date.”

Question 41

ULaw LLP acts for a private company that has the Model Articles with no amendments. The company proposes to borrow £500,000 from a bank. The loan agreement will be signed as a contract by the company. The company does not have a company seal or a company secretary. Which one of the following best describes the minimum execution formalities required in order for the loan agreement to be binding on the company? a) The loan agreement must be signed by two directors, whose signatures must be witnessed. b) The loan agreement must be signed by the company by a person acting under its authority express or implied. c) The loan agreement must be signed by two authorised signatories, whose signatures must be witnessed. d) The loan agreement must be signed by two directors or one director in the presence of a witness who attests the director’s signature.

Answer 41

Option B is the best answer.

Question 42

ULaw LLP has been instructed to amend the model articles of association. The client wants directors to give at least 5 business days notice of a board meeting. The client wants there to be a possibility of short notice, but only where all the directors agree. The client also wants the notice of a board meeting to be given in writing. Draft two articles to reflect this...

Answer 42

9(1). Any director may call a directors’ meeting by giving not less than 5 business days’ notice of the meeting (or such lesser notice as all the directors may agree) to the directors. 9(2). Notice of a directors’ meeting must be given to each director in writing.

Question 43

An article of association says the following: “If the numbers of votes for and against a proposal at a meeting of directors are equal, the chairperson or other director chairing the meeting has a casting vote.” The client has instructed you, they do not want the chairperson to have a casting vote. Amend the article accordingly.

Answer 43

“If the numbers of votes for and against a proposal at a meeting of directors are equal, the chairperson or other director chairing the meeting shall not have a casting vote.”

Question 44

A set of Articles deal with the way in which directors are to making decisions in Article 5 and deal with directors conflicts of interests in Article 15. The client wants you to amend the Articles so that where there is a decision to approve a conflict, only one director (other than the director in conflict) needs to be present. How would you amend the article?

Answer 44

- amend article 5 but reference article 15 - for example: For the purposes of any meeting (or part of a meeting) held pursuant to article 15 to authorise a director’s conflict, if there is only one director other than the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one eligible director.

Question 45

“The number of directors (other than alternate directors) shall not be less than two.” Your client wants you to amend this so there is always a minimum of 2 directors and no maximum.

Answer 45

“The number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two.”

Question 46

what is wrong with this article? “The number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two unless otherwise determined by special resolution”?

Answer 46

Does it mean that both the number of directors being uncapped and the requirement that there must be at least two directors can be changed by special resolution? Or does it mean that only the requirement that there must be at least two directors can be changed by special resolution?

Question 47

if you are instructed to draft an article so that only members of a company can make a decision, what should you also have consideration of?

Answer 47

- should not overlook that a proxy of a member at a general meeting may vote - e.g. "....by any member of the company, or a proxy of a member appointed in relation to the meeting who is present and entitled to vote at the meeting."

Question 48

the following clause has been taken from a shareholder's agreement: “The company currently maintains and repairs motor vehicle engines and sells associated products." is there anything wrong with it? if so, how would you amend it?

Answer 48

- the nature of the business could change in the future - change to: "the business of the Company is the maintenance and repair of motor vehicle engines and the sale of associated products, subject to variation from time to time in accordance with the provisions of this agreement"

Question 49

you are drafting a shareholder's agreement: draft a general prohibition on any type of Share transfers by Shareholders without Shareholder Consent

Answer 49

No Shareholder shall create any Encumbrance over, transfer or otherwise dispose of or give any person any rights in or over any Share or any interest in any Share, except as permitted or required by this agreement.

Question 50

you are drafting a shareholder's agreement: draft an obligation for a Shareholder to resign as a director of the company on their ceasing to hold any Shares.

Answer 50

If, following a transfer of Shares in accordance with this agreement, a Shareholder will hold no further Shares, the Shareholder must deliver, or procure that there are delivered, to the Company their resignation as a director of the Company to take effect at completion of the transfer of the Shares.

Question 51

Clause X.1: Party 2 covenants with Party 1 that it shall not except with the prior written consent of Party 1 have any business dealings with, or solicit, entice or attempt to entice away, a Restricted Supplier, if such dealing, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to Party 1, or to vary adversely the terms upon which it conducts business with Party 1. Clause X.2 Party 2 shall be bound by the covenant set out in clause X.1 during the term of this agreement, and for a period of [6 or 12] months after termination [or expiry] of this agreement. Clause X.3 For the purposes of this clause X, a Restricted Supplier shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months any supplier of goods or services to Party 1. what kind of clause is this?

Answer 51

no-poaching clause

Question 52

draft a typical non-compete clause...

Answer 52

[Except with Shareholder Consent] no [shareholder/director/employee] shall, during the times specified below, carry on or be employed, engaged or interested in any business in Leicestershire, Nottinghamshire, Lincolnshire, Rutland, Northamptonshire, Warwickshire, Staffordshire and Derbyshire which would be in competition with any part of the Business, including any developments in the Business after the date of this agreement. The times during which the restrictions apply are: (a) any time when the party in question is a [Shareholder/director/employee] ; and (b) for a period of 6 months after the party in question ceases to be a Shareholder. OTHER OPTION: [Director/Shareholder/Employee] hereby agrees that for a period commencing on the Commencement Date and ending on the date on which the [D/S/E] ceasing to be a [D/S/E] and for [x amount of time] thereafter, the [D/S/E] shall not, directly or indirectly, in any capacity, engage with, be employed by or be interested in any business in [geographic location] which would be in competition with the Business, including any developments in the Business after the date of this agreement.

Question 53

where should the geographical restrictions of a non-compete clause be confined to?

Answer 53

- confined to the areas in which the company's business is operating in at the time - even if trading all over the UK > UK wide restriction is difficult to justify - UK wide restriction not justified where the company is only trading in certain counties

Question 54

how long is a typical non-compete clause?

Answer 54

- 6 or 12 months after the person leaves their role

Question 55

What is a no partnership or agency clause? Give an example draft no partnership or agency clause...

Answer 55

- standard contract provision that clarifies the relationship between parties, ensuring neither is considered a partner, agent, or joint venture partner of the other, and neither party can act on behalf of or bind the other EXAMPLE: "Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party."

Question 56

Your client wants all notice requirements in the shareholder's agreement to be obligatory. In particular, a notice must be in writing and signed. The only methods of service of a notice are to be delivery by hand, or sent by pre-paid first-class post, or sent by email. Draft a clause to give effect to these instructions.

Answer 56

15.1 A notice given to a party under or in connection with this agreement must be in writing, it must be signed and it must be delivered by hand or sent by pre-paid first-class post, in each case to that party's address, or sent by email to that party's email address, in each case as specified in clause 15.2 or to such other address or email address that party may notify to the other party in accordance with clause 15.3. 15.2 The addresses for service of notices are: (a) In the case of the Company: (i) address: its registered office address for the time being; and (ii) email address: spotless.admin@mythshire.com and (b) In the case of a Shareholder: (i) address: as set out opposite that Shareholder’s name in Schedule 1; and (ii) email address: as set out opposite that Shareholder’s name in Schedule1.

Question 57

to create an obligation in a clause, which words should you use?

Answer 57

"must" and "shall"

Question 58

if you are including an address to send a written notice to, should you state the company's registered address?

Answer 58

- wouldn't usually state the address e.g. X Smith Road, Preston, in case it changes - instead > "registered office for the time being"

Question 59

what is a good way to start the following clause... X cannot be done without Shareholder consent.

Answer 59

- Except with Shareholder Consent, no shareholder shall, [do the prohibited thing] - No Shareholder shall, except with Shareholder Consent

Question 60

how would you define a Shareholder in any document?

Answer 60

- means a person who is the holder of a share - if it is a SA > each party from time to time to this agreement

Question 61

how would you define Business Day and Business Hours in a legal document?

Answer 61

Business Day: a day other than a Saturday, Sunday or public holiday in England. Business Hours: 9.00am to 5.00pm Monday to Friday on a Business Day.

Question 62

how would you draft a notice of a general meeting...

Answer 62

NOTICE is given that a general meetings of the Company will be held [date written out] at [time] at [location address]. The general meeting can be attended in person or by electronic means via [insert platform/link]. The general meeting is being held to consider and, if deemed fit, to pass the following ordinary and special resolutions(s): ORDINARY RESOLUTIONS: 1. THAT [name] will be appointed as a Director of the Company [when] SPECIAL RESOLUTIONS: 1. THAT the articles of association attached to this written resolution be adopted by the Company's articles of association in substitution for the existing articles

Question 63

draft board minutes for... SPT approval

Answer 63

RESOLVED THAT the [purchase/sale] by the [company] for the sum of [amount] to [name] a director of the [company] be approved.

Question 64

what are the 10 elements needed for drafting board minutes?

Answer 64

1. minutes of a meeting of the board of directors of the company held at [location and time/date] 2. who was present 3. who was in attendance 4. preliminary / notice and quorum 5. matters to be discussed at the meeting / business of the meeting 6. tabling of documents 7. resolutions and calling the GM 8. post GM matters and administration / filing 9. close 10. signature of chairman

Question 65

what goes in the preliminary section of board meeting minutes?

Answer 65

- the chairman noted that the meeting had been DULY CONVENED, - reported that a QUORUM of two directors was present in accordance with the Articles - and declared the meeting OPEN

Question 66

what follows after the preliminary paragraph in minutes of a board meeting?

Answer 66

- matters to be discussed/proposed at the meeting - the subheading could be the actual proposals > change to company name and change to articles of association - or could just be 'business of the meeting' - e.g. the chairman proposed the company name be changed to X - e.g. Chairman also explained that, after discussions with the Company's lawyers, it was felt appropriate to modify the Company's Articles of Association to bring them into line with the changes already brought about the Companies Act 2006.

Question 67

what goes in the 'tabling of documents' section of board meeting minutes?

Answer 67

- outlines what documents have been produced for the meeting - e.g. the board had been advised that the proposals in para X would need resolutions of the members. Accordingly, there were produced to the meeting: a) a draft form of the propose Articles of Association b) a form of notice convening a General Meeting of the Company to pass two special resolutions to give effect to proposals in para X ('Notice')

Question 68

what goes in the 'resolutions and calling of a general meeting' section of board meeting minutes?

Answer 68

1. outlines the BOARD RES TO CALL GM - e.g. IT WAS RESOLVED THAT a General Meeting of the Company be convened and held for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice 2. outlines the ADMIN to call such meeting - e.g. the Chairman instructed the Company's solicitors to send the Notice to everyone entitled to received it. 3. ADJOURN meeting for calling of General Meeting - e.g. the meeting was then adjourned at TIME for the purpose of holding the General Meeting.

Question 69

what goes in the 'post GM and administration' section of board meeting minutes?

Answer 69

- could also be headed as 'filing' section - chairman instructs the admin elements - e.g The Chairman instructed a) The Company's solicitors to notify the Registrar of Companies of the change of name and articles in the prescribed manner, including filing special resolutions; b) the Company's solicitor to make all necessary and appropriate entires in the books and registers of the Company; and c) X to ensure all notices, signs, stationery, websites, emails and similar notifications and publications which bear the Company's name are amended to reflect the new name from the date when the change of name is confirmed by the Registrar of Companies.

Question 70

what things would you need to include in the admin/filing section of board meeting minutes, where a director has resigned and transferred their shares to someone else?

Answer 70

IT WAS RESOLVED THAT: - register of directors (amended to reflect resignation) - register of directors' residential addresses (amended to reflect resignation) - notification of resignation be filed at CH on form TM01 within 14 days - register of members (amended to reflect transfer of shares) - new share certificates prepared and executed (in respect of new shareholders)

Question 71

draft a section of board meeting minutes to show the approval of the previous meeting's board meeting

Answer 71

“RESOLVED that the minutes of the board meeting held on [date], a draft of which was produced to the meeting, be approved without amendment, and that the chairperson be authorised to sign them.”

Question 72

a director present at a board meeting has an interest in a proposed transaction being approved at the meeting. draft what you would put in the board meeting minutes to reflect this...

Answer 72

[ director ] declared his interest in the proposed sale of [ car / property etc ] to himself, and took no further part in the discussion of or voting on this item.

Question 73

draft an ordinary resolution to approve a loan to a director

Answer 73

THAT, in accordance with section 197 of the Companies Act 2006, the loan from the Company to [NAME], a director of the Company, details of which are set out in a memorandum dated [DATE] which has been available for inspection by the members of the Company both at this meeting and at the Company's registered office for not less than 15 days ending with the date of this meeting, be approved.

Question 74

draft a resolution to amend a section of the articles of association

Answer 74

THAT with effect from the conclusion of this meeting the articles of association of the Company be amended by deleting article [number] and replacing it with the following new article [Number]: inter text of new article

Question 75

draft an ordinary resolution to appoint a new director

Answer 75

THAT [name], having consented to act, be appointed as a director of the Company [with immediate effect OR with effect from the end of the meeting OR with effect from [DATE].

Question 76

draft an ordinary resolution to approve a service contract for a period exceeding 2 years

Answer 76

THAT the term in the agreement proposed to be entered into between [the Company] and [Name of Director], a director of the Company ('Director') providing for a period of more than two years be approved.

Question 77

draft a resolution to appoint a director to fill a vacancy

Answer 77

That [NAME], having consented to act, be appointed as a director of the Company with immediate effect in place of [NAME] who has [DESCRIBE REASON FOR VACANCY].

Question 78

draft a special notice of a resolution to remove a director (remember this is the shareholders requesting the removal of a director)

Answer 78

[NAME OF COMPANY] [REGISTERED OFFICE] Dated: [DATE] Dear [NAME OF ADDRESSEE], [NAME OF COMPANY] LIMITED/PLC (Company) I give notice pursuant to sections 168 and 312 of the Companies Act 2006 of my intention to propose the following resolution as an ordinary resolution at the next [annual] general meeting of the Company [on [DATE]]: 1. That [NAME] be removed from office as director of the Company with [immediate] effect [from [DATE]]. Yours faithfully [Signature of member]

Question 79

draft a general notice of director's interest in an existing or proposed transaction

Answer 79

To: The Directors of [name of company] [DATE] Dear Sirs and/or Madams General notification of interest in transactions or arrangements For the purposes of section 185 of the Companies Act 2006, I hereby give you notice that: I have an interest in the following bodies corporate or firms and am to be regarded as interested in any transaction or arrangement that may, after the date of this notice, be made with any of these bodies corporate or firms: Name of body corporate or firm Nature and extent of interest in body corporate or firm I am connected with the following persons and am to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with any of these persons: Full name of connected person Nature of connection with the person Yours faithfully, [Director]

Question 80

what would you put in the 'business of the meeting' section of board minutes where there is a proposed issue of shares?

Answer 80

The chairperson reported that the business of the meeting was to consider and, if thought fit, approve: 4.1 [The circulation of a written resolution to obtain certain shareholder approvals in connection with a proposed allotment of shares in the Company, namely to: (a) authorise the directors to allot shares up to an aggregate nominal amount of £[AMOUNT]; and (b) disapply the statutory pre-emption right under section 561 of the Companies Act 2006 in relation to the proposed allotment of shares.]

Question 81

how could you amend board meeting minutes where the chairperson was appointed on the day?

Answer 81

- before notice and quorum = chairperson - [NAME] was appointed chairperson of the meeting [and chaired the meeting throughout].

Question 82

you are drafting board meeting minutes... your client's articles have amended MA14 to allow a director with an interest in a decision to count in the quorum and vote. how would you note this in the board minutes? (note they still have to adhere to s.177 CA requiring them to declare their interest)

Answer 82

It was noted that pursuant to article [NUMBER] of the Company's articles of association, a director may vote and form part of the quorum in relation to any proposed transaction or arrangement in which they are interested.

Question 83

shares are being transferred to a new member. the Company has a Shareholder's Agreement. what would you need to include in the bord meeting minutes?

Answer 83

- deed of adherence to the SA

Question 84

what documents would you need to think about filing when there has been an issue/allotment/transfer of shares?

Answer 84

- amending the register of members - share certificates - stock transfer form - PSC01

Question 85

what would you include in board meeting minutes where a proxy had been appointed?

Answer 85

- in the quorum section: - [The chairperson produced to the meeting the following appointments of proxies : [member] appoints [proxy]

Question 86

what documents would you need to think about filing when a director was appointed / removed?

Answer 86

- amend register of directors - amend register of director's residential addresses - TM01

Question 87

what do you put in the close section of board meeting minutes?

Answer 87

"there being no further business, the chairperson declared the meeting closed at [time]"

Question 88

what is the structure of a partnership agreement?

Answer 88

1. definitions 1.1 unless the context otherwise requires, the following terms have the following meaning 2. commencement, duration and termination 3. Partnership name, place, assets and accounts 4. financial matters -initial capital contributions and how subsequent capital is contributed -drawings partners can take in anticipation of profits -consequences of taking more than profit share -partner proportions to share income, capital profits and losses -accounting records 5. decision-making, authority and restrictions -how meetings are called and conducted -decisions that can be made by a committee of partners or sole partner -limits on authority of individual partners 6. time devoted to partnership -which partners are required to work full-time -if partners can run another business or be employed elsewhere -holiday, sickness, maternity and paternity entitlement 7. leaving the partnership -terms of retirement, death, bankruptcy, expulsion -whether single partner can bring the partnership to an end -whether a partner can 'retire' from 8. restrains on ex-partners -must establish it is to protect a legitimate business interest and is reasonable in terms of scope, duration and geography to protect that interest. 9. Boilerplate clauses

Question 89

what is the structure of a shareholder's written resolution?

Answer 89

1. heading /intro Written resolutions of COMPANY Circulated on [DATE] The directors of the Company propose that the following resolutions be passed as special/ordinary resolutions: 2. SPECIAL/ORDINARY RESOLUTIONS: 1. name of Company be changed 2. articles of association in the form attached to this written resolution be adopted in their entirety in substitution for the current articles of association of the Company. 3. entitlement to vote, agreement and signatures: 'We, the undersigned, were at the time the resolutions were circulated entitled to vote on the resolutions and irrevocably agree to the resolutions. Signed..... NAME...Date Signed....Name...Date Signed...Name...Date 4. Explanatory Notes: if you agree to the resolutions, please signify your agreement by signing and dating this document and returning it to the Company using one of the following methods: 1. by hand 2. by post 3. by fax 4. by email Note: once given, your agreement may not be revoked.

Question 90

draft a resolution to replace the current articles of association

Answer 90

That the articles of association in the form attached to this notice be adopted in their entirety in substitution for the current articles of association of the company.

Question 91

Draft the minutes of a board meeting recording a director's declaration of their interest in the proposed contract with [ x company ] .

Answer 91

The following director declared the nature and extent of their interest in the proposed [substantial property] transaction with [x company] to be considered at the meeting in accordance with the requirements of section 177 of the Companies Act 2006 and the Company’s articles of association, as follows: [director] owns [x]% of [x company's] issued equity share capital.

Question 92

your instructions are twofold: - record a directors declaration of their interest in a transaction in the minutes of the board meeting - draft the members resolution to approve the transaction how would the wording for each differ?

Answer 92

- director's declaration of their interest will just be descriptive "the following director declared their interest in proposed transaction with X company to be considered in accordance with s.177 CA: director owns % of company's issued share capital" - members resolution = formal recognition of decision being made IT WAS RESOLVED NOTICE THE DISTINICTION BETWEEN WHAT HAPPENED AT THE BOARD MEETING VS THE DECISION THAT WAS TAKEN

Question 93

draft the resolution approving a written resolution

Answer 93

After consideration of the Written Resolution, it was RESOLVED THAT: a. The written resolution would promote the success of the company b. To approve the written resolution in the form produced to the meeting and c. To send the WR to every eligible member of the company

Question 94

what is the difference between 'present' and 'in attendance' in board meeting minutes?

Answer 94

- present = directors - attendance = anyone in attendance who isn't a director e.g. company secretary or lawyers

Question 95

what is the structure of a shareholder's agreement?

Answer 95

The DEED is dated [date] * PARTIES The Initial Shareholders are - Could reference Schedule 1 which might be contained in the Recitals section * RECITALS * AGREED TERMS [Set out and define terms] * BUSINESS OF THE COMPANY What does the company do * SHAREHOLDER OBLIGATIONS [Each shareholder must...] * TRANSFER OF SHARES * RESTRICTIONS ON PARTIES - competition clause - poaching clause * DIRECTORS * TERMINATION * STATUS OF THIS AGREEMENT - no agency * CONFIDENTIALIY * NOTICES * SEVERANCE * GOVERNING LAW AND JURISDICTION * SCHEDULE 1 [initial shareholders/ name/ address/ class of shares/ number of shares] (usually in a table) SCHEDULE 2 Matters requiring shareholder consent

Question 96

what should go in the recitals section of a SA?

Answer 96

(A) [about the company] - company (in bold the Company) is a - private limited company limited by shares - incorporated and registered in England and Wales - with co. number... - whose registered office is at... - the company has an issued share capital of £X - divided into X ordinary shares of £X each - all of which are fully paid (B) [shareholders] - each Initial Shareholder is the registered owner of the number and class of Shares set out opposite their name in Schedule 1 (C) [purpose of the agreement] - the parties have agreed to enter into this agreement as a deed for the purpose of regulating the exercise of their rights in relation to the Company and for the purpose of making certain commitments as set out in this agreement.

Question 97

what goes in the notices section of a shareholders agreement?

Answer 97

- A notice given to a party under or in connection with this agreement must be e.g. in writing, signed and delivered by hand or by first class or via the emails stated in clause X - the addresses for service of notices are: a) in the case of the Company - registered address - email b) in the case of a Shareholder - registered address - email - A party may change their details for service of notices as specified in clause X by giving notice to the other parties. - Any change notified pursuant to this clause X shall take effect at 9.00 am five Business Days after deemed receipt of the notice.

Question 98

which part of a shareholder's agreement would you find a bushell v faith clause?

Answer 98

- directors section

Question 99

what is the general structure of general meeting minutes?

Answer 99

- very similar to board meeting - name of company - location + date - present - notice and quorum - each matter being proposed - close - signature of chairperson

Question 100

company decision making takes place at both board meetings and general meetings. how might the wording of the recorded decision change depending on whether it is a board meeting or a general meeting?

Answer 100

- board meeting = IT WAS RESOLVED THAT - general meeting = "The Chairman proposed the following resolution as a special / ordinary resolution of the company: That the name of the company be changed to X. The Chairman put the resolution to the meeting, took the vote on a show of hands and declared the resolution carried unanimously.

Question 101

do you need an interpretation section in a shorter document e.g. board meeting minutes, notice of a general meeting etc.

Answer 101

- no > just define in brackets the first time you use the word

Question 102

what is the structure of a shareholder written resolution?

Answer 102

1. written resolutions of [company name] - circulated on [date] - the directors propose that the following resolutions be passed as ordinary/special resolutions 2. list the resolutions 3. please read the explanatory notes before signifying your agreement to the resolutions 4. we, the undersigned, were at the time the resolutions were circulated entitled to vote on the resolutions and irrevocably agree to the resolutions 5. signed + dated 6. explanatory notes - if you agree to the resolutions, please signify your agreement by signing and dating this document and returning it to the Company using one of the following methods: 1. by hand 2. by post 3. by fax 4. by email Note: once given, your agreement may not be revoked. If you do not agree to the above resolutions, you do not need to do anything. 7. LAPSE DATE - unless by [date] sufficient agreement has been received for the resolutions to be passed, they will lapse

Question 103

what are the 4 ways in which a company can execute a deed?

Answer 103

- deeds can only be made BY a company - NOT on behalf of a company 1. by company seal (articles must permit this) + 2 directors or 1 director/1 co. sec Executed as a deed by affixing the common seal of [name of company] in the presence of: ................................. signature of director ............................. signature of director/secretary 2. by a company with signatures from two authorised signatories Executed as a deed by [name of company] acting by [name of first director], a director and [name of second director/secretary], a director/ secretary ................... signature of first director ............... signature of second director/secretary 3. by a company by the signature of one director in presence of witness Executed as a deed by [name of company] acting by [name of director] a director, in the presence of: .......................... signature of witness name of witness address of witness occupation of witness to the right ....................... [signature of director] 4. by a company by an individual acting under power

Question 104

how can a company enter into a contract?

Answer 104

- can be executed by the company AND on behalf of the company - signature from one of the company's officers

Question 105

how would a partnership execute a contract?

Answer 105

- can be by the partnership or on behalf of - if it is on behalf of use ‘for and on behalf of the partnership’ - simple contract > partner or someone authorised by the partnership - if deed > may need all partners signatures + witnessed

Question 106

how can a sole trader execute a contract?

Answer 106

- simple contract = sole trader signs or an agent - deed = sole trader signs in the presence of a witness

Question 107

for a deed to be validly executed, the signature must be witnessed. an execution clause will therefore leave room for the signature of the witness. what other information about the witness should be placed below the signature?

Answer 107

1. name (block caps) 2. address 3. occupation

Question 108

what goes in the first section of a will?

Answer 108

This is the Last Will and Testament of me [name] of [address] which I make this [date].

Question 109

what is the second section of the will?

Answer 109

- revocation clause: - I revoke all former wills, codicils and testamentary dispositions

Question 110

what phrases could you use when drafting the substantive provisions of a will?

Answer 110

I appoint... I wish.... I give...

Question 111

draft a charging clause for a professional trustee in a will

Answer 111

‘any person who is acting as one of my executors in the course of business or profession is entitled to charge, and be paid, reasonable renumeration for services provided’.

Question 112

draft an ultimate gift clause in a will

Answer 112

If the gift declared in [the residuary estate clause] above fails for any reason, I give my estate to X.

Question 113

draft a residuary estate clause in a will

Answer 113

Subject to payment of all of my debts and testamentary expenses, I give X all of my estate not otherwise disposed to X. OR I give all the rest of my property after deducting debts, testamentary expenses and legacies to my sister Megan Wilson

Question 114

draft an executor appointment clause in a will

Answer 114

INDIVIDUAL: I appoint Lucie Millington of [address] to be my executor. If she predeceases me, I appoint William Baulkwill. LAW FIRM: I appoint the partners at my death in the firm (Name of firm) of (address) as the executors of this will. The reference to (name of firm) includes any firm that has succeeded to, or is carrying on the practice of, (name of firm) at my death (including a firm that has been incorporated or formed a limited liability partnership).

Question 115

draft a gift of personal belongings in a will

Answer 115

'I give...’ ‘My personal chattels as defined by the Administration of Estates Act 1925 to... save those which are subject to specific gifts in my will’

Question 116

draft a gift of a pecuniary legacy in a will

Answer 116

‘I give the sum of X to Lucie and Will jointly or if one of them dies before me to the one living at my death’ ‘I give X... in equal shares’

Question 117

draft a funeral clause of a will

Answer 117

I wish my body to be cremated.

Question 118

draft a gift of a pecuniary legacy to a charity

Answer 118

I give £X to the charity, [NAME] a registered charity in England and Wales (charity number) of [ADDRESS] for its general charitable purposes. I declare that the receipt of the {NAME OF PERSON} or other proper officer of the said charity shall be a full and sufficient discharge to my Trustees. ‘if at the date of my death it has ceased to exist...executors shall pay it to a charitable organisation who they consider closely fulfils the objects of the charity’

Question 119

draft a clause of a will appointing guardians

Answer 119

If my wife/husband X dies before me, I appoint as the guardian of any of my children who are under 18 at my death X and X both of [ADDRESS] jointly or if one of them dies before me, I appoint the one who is living at my death.

Question 120

what is the wording of an attestation clause and what should go below it?

Answer 120

- Signed by X in the presence of both of us and then by us in his/her presence - witness signature - name in block caps - address - occupation

Question 121

what is the structure of a codicil?

Answer 121

1. I am Lucie Millington of [address] 2. This is the first codicil to my will dated [Date] ('my Will'). 3. I make the following amendment(s) to my Will: - I replace clause X with the following - I revoke clause X 4. I confirm the rest of my Will. 5. execution like a will

Question 122

draft a clause in a codicil to give £5,000 to any trustee who executes the will

Answer 122

‘I give £5,000 to each of my trustees who proves my will’

Question 123

draft a clause in a will for trustees to hold the residuary estate to: a) pay income to wife during lifetime, remainder to daughter b) pay the estate to children who reach 25 in equal shares

Answer 123

‘I give the rest of my estate to my trustees to hold the balance of my residuary estate on the following trusts: * To pay the income to my wife... during her lifetime and remainder to my daughter * To pay my residuary estate to my children who are living at my death and who reach the age of 25, if more than one in equal shares.’

Question 124

draft a substitutional gift clause in a will

Answer 124

‘But if any child of mine dies before me or before attaining a vested interest...leaving a child living at his death... should child will take by substitution an equal share so much as their parent would have otherwise taken’. OR I give £X to my son, James Smith, if he survives me by 28 days, but if he does not so survive me, to my daughter Rose Smith OR - if client wants there to be a general declaration that a survivorship period is to apply to all gifts in a will: 'any beneficiary who does not survive me by 28 days shall be treated as having died before me'

Question 125

you are drafting a will for a client. they indicate they might move house soon, but want to leave their property to their daughter. how could you address this?

Answer 125

I give my main residence at the time of my death to my daughter OR I give [current residence] or any other property that is my sole or main residence at my death, to my daughter, Lucie Millington.

Question 126

what is the difference between the following clauses: a) I give the Old Vicarage to Alison Peters b) I give the Old Vicarage to Alison Peters subject to tax

Answer 126

a) I give the Old Vicarage to Alison Peters - IHT on the property will be paid out of the residuary estate - the mortgage will pass to the beneficiary b) I give the Old Vicarage to Alison Peters subject to tax - beneficiary bears the burden of paying the IHT and the mortgage

Question 127

your client wants their will to give Lucie Millington 1 Smith Road free from any tax and free from a mortgage. draft this clause.

Answer 127

I give 1 Smith Road to Lucie Millington free from tax and free of mortgage. OR “All sums secured on the Property by way of mortgage together with all interest and expenses due at my death shall be paid out of the residue of my estate in exoneration of the Property.”

Question 128

if a will creates a trust, what do you need to add into the appointments clause?

Answer 128

- you will already have appointed an executor - the appointment of a trustee - they may be the same people - trust of land or beneficiary is a minor = 2 - max of 4 trustees (same for executors)

Question 129

beneficiaries must be clearly identified in a will, otherwise a gift will fail. how would you address this in drafting?

Answer 129

- name - address - relationship to the testator

Question 130

how could you draft a clause in a will where there are successive interests e.g. trust pays income to the wife for life, remainder to children?

Answer 130

Question 131

your client's will creates a trust. your client wants their trustees to have the power to issue unrestricted loans to anyone entitled to the residue. draft a clause to reflect this...

Answer 131

My Trustees shall have the power to make loans from my Residuary Estate on any terms that they consider appropriate (including being interest free and unsecured) to any person or persons having an interest or prospective interest in my Residuary Estate.

Question 132

your client instructs you to draft a clause in a will: 'I give £X to my grandson, Oliver'. Oliver is 14. What might you need to consider?

Answer 132

- there is no contingency in the will - but Oliver will only become entitled when he turns 18 or marries - therefore £X will be held on trust until he turns 18 - could therefore appoint a trustee in the will

Question 133

what is the structure of an affidavit of due execution?

Answer 133

IN THE [WHICHEVER PROBATE REGISTRY] Extracting solicitor: Address: DX: REF: IN THE ESTATE OF [TESTATOR] I, [name of witness] of [address] make oath and say as follows: 1. I am one of the two subscribing witnesses of the will of [testators] [address] deceased (‘the testator’). The other subscribing witness to the will is [witness name]. The will is dated [X]. The will is now produced to me and marked X 2. The testator executed the will on [date] – [describe the manner in which he signed] Sworn by the above named deponent [signature of deponent - person making the oath] At [insert name] [solicitors] [date written out] Before [signature of the solicitor]

Question 134

what is the structure of a deed of variation?

Answer 134

THIS DEED OF VARIATION IS MADE THIS DAY OF X BETWEEN 1. Name of original beneficiary/ address 2. Name of new beneficiary/address SUPPLEMENTAL to the will of [testators name] on [date], late of the address [address] who died on [DATE] probate of the Will having been granted out the [Sheffield] District Probate Registry of the Family Division of the High Court to the Executors on [DATE]. RECITALS: - [describe the original gift in the will] e.g. under clause X of the will the Original Beneficiary was given [legacy] - the Original Beneficiary wishes to vary the dispositions effected to the Will in relation to the Legacy in the following manner NOW THIS DEED IRREVOCABLE WITNESSES AS FOLLOWS: 1.By way of variation of the disposition made in the will, the Original Beneficiary declares the will shall have effect as if the following clause appeared in place of clause X: ‘I give the sum ....’ 2. [If writing back] ‘The provisions under the Inheritance Tax Act 1984 Section 142(1) and of the Taxation of Chargeable Gains Act 1992 Section 62(6) shall apply to the variations effected by this deed’ 3. The Executors undertake to administer the estate in accordance with the variation made by this Deed. SIG OF ORIGINAL BENEFICIARY SIG OF WITNESS - name in block caps - address - occupation

Question 135

what would you include when drafting a PA1P?

Answer 135

- "the executor named in the will has predeceased the deceased" - [whatever category they fall into] - stat order e.g. "I am the residuary legatee and devised legatee named in the will" - [if there is a category above > address whether anyone from that category is applying] e.g. “There is no residuary legatee or devisee holding on trust for any other person”

Question 136

what is the structure of a letter of claim?

Answer 136

THIS IS A LETTER SO BOTH ADDRESSES 1. Dear X 2. [Heading] Claimant's name: claim for [describe claim] 3. Letter Before Claim 4. We act for [Claimant's name and address] in relation to their claim against you for [cause of action] - reference pre-action protocol 5. Factual basis of claim - on X date you entered into a contractual agreement with our client for the provision of [purpose of the contract] - under this agreement, you agreed [set out term that has been breached] 6. Legal basis of the claim [could be in the same para as the above just continuing on] 7. Liability / What you are claiming - by reason of the breach of contract outlined above, our client has suffered loss and damage - you are liable to our client for damages for breach of contract - at the date of this letter, the amount due is £X plus interest - the interest has been calculated on the basis of [insert basis] - therefore the total sum owed to our client by you is £X 8. Documents enclosed 9. Action required 10. Yours faithfully [signature] PRINT SOL'S NAME NOTE - ADR or experts

Question 137

what might you include in the 'documents enclosed' section of a Letter Before Claim?

Answer 137

- We enclose copies of the following documents that are relevant to this matter: [docs enclosed to letter] - Please provide to us within [14] days copies of the following documents, which we believe are relevant to this matter and are likely to be in [your OR [NAME OF DEFENDANT]'s] control: [list docs you want from D] - This is not purported to be an exhaustive list of documents relevant to this matter. - Please confirm that [you OR [NAME OF DEFENDANT]] will take proper and appropriate steps to ensure no relevant documents, including electronic documents, that are in [your OR [NAME OF DEFENDANT]'s] control, are altered, lost, destroyed or disposed of pursuant to paragraph 7 of CPR Practice Direction 31B.

Question 138

what would you include in the 'action required' section of a Letter Before Claim?

Answer 138

- Payment of the full amount due should be remitted to the following account within [21] days of the date of this letter: [CLAIMANT'S SOLICITORS' ACCOUNT DETAILS.] - please acknowledge receipt of this letter by no later than X - please provide a substantive response by X -If you do not respond substantively by X we are instructed to commence legal proceedings without further reference to you. - Claimant reserves the right to bring this letter to the attention of a judge on the question of costs.

Question 139

what additional points might you raise in the Letter Before Claim?

Answer 139

ADR: - We propose that [form of ADR] would be most suitable Experts: - We propose that one of the following experts be jointly instructed as [a single joint expert OR an agreed expert] in the field of [SPECIFY FIELD], on the issue of [SPECIFY ISSUE]: [LIST PROPOSED EXPERTS.]

Question 140

what do you include in the 'brief details of claim' section of a claim form?

Answer 140

- concise statement of the nature of the claim - specify the remedy the claimant is seeking EXAMPLE - DEBT ACTION: - the claim is for an unpaid debt of £X in respect of [services provided] e.g. 3 industrial drycleaners supplied by the Claimant to the Defendant EXAMPLE - PROFESSIONAL NEGLIGENCE: - by a written contract dated [x] the D agreed to ... - the Defendant was in breach of its obligations and negligent in this by [what did they fail to do] - causing the Claimant damage and loss

Question 141

what goes in the top right hand section of a Claim Form?

Answer 141

1. relevant court - Civil National Business Centre > money only claims - County Court - relevant High Court division + local district registry e.g. High Court of Justice King's Bench Division Birmingham District Registry 2. details of sol's fee account - so that the court fee can be paid

Question 142

what must be included in the Claimant and Defendant's details section of the Claim Form?

Answer 142

Question 143

what would you include in the first page of the claim form in C and D's details where a D has died before proceedings are commenced?

Answer 143

- claim should be made against the executors or administrators (if appointed) OR - if execs and administrators not appointed: 'the personal representatives of [name] deceased'

Question 144

what should be included in the 'value' section of a Claim Form?

Answer 144

- where the claim is for money, the estimated or actual value of the claim must be inserted SPECIFIED CLAIMS: - "the claim is for a specified sum of £X plus accrued interest of £X and compensation of £X" UNSPECIFIED CLAIMS: - HC "The Claimant expects to recover more than £100,000" or for PI 50k - CC "The Claimant expects to recover more than £10,000 but not more than £25,000" - AND for PI > also add in "The Claimant expects to recover as general damages for pain, suffering and loss of amenity is more than £1,500"

Question 145

what should you include in the 'value' section of a Claim Form if you do not know how much you intend to recover?

Answer 145

‘I cannot say how much I expect to recover’.

Question 146

in the bottom left section of a claim form, you insert the Defendant's name and address for service. in what circumstances would you put a sol's address?

Answer 146

- when the D or their legal rep have confirmed in writing the sol has been instructed to accept service of court proceedings on their client's behalf

Question 147

what goes in the financial summary section at the bottom right of a Claim Form?

Answer 147

'AMOUNT CLAIMED' - specified claims = exact figure, including interest (accrued until date of issue) - unspecified claims = genuine estimate of damages 'LEGAL REPS COSTS' - specified money claims = fixed under the CPR - any other claim = 'to be assessed'

Question 148

on the second page of the Claim Form, what would you put in the 'Preferred County Court hearing centre' section?

Answer 148

- even if money-only claim include C's home county court or preferred hearing centre in case it is transferred - can just say 'Reading'

Question 149

who should sign the statement of truth on the Claim Form?

Answer 149

- can be the party or their legal rep 1. individual 2. partnership - any of the partners - person having control of management of the business 3. company - senior position - director, co. sec, chief exec, treasurer

Question 150

what should be added to the statement of truth where an individual signs on behalf of a party?

Answer 150

I am duly authorised by [the party] to sign this statement + sign sol's own name > not the name of the employer/firm

Question 151

how must a legal rep sign the statement of truth on behalf of the client?

Answer 151

- must sign in their own name - NOT in name of their firm or employer

Question 152

what should be included in the address for service section of a claim form if the client wants to keep service of docs to their address?

Answer 152

- put the client's address - if you put sols address > you nominate those sols to accept service of proceedings on the claimant's behalf

Question 153

list some possible causes of action in contract

Answer 153

- breach of express terms e.g. non-payment of monies due (debt claim) e.g. failure to deliver a consignment on time -.breach of statutory implied terms e.g. the goods supplied were not of satisfactory quality, contrary to Sale of Goods Act e.g. the good did not correspond with the sample in quality, contrary to Sale of Goods Act

Question 154

list some possible causes of action in tort, specifically negligence

Answer 154

- motorist breaches their duty of care to another road user by failing to brake in time - negligent misstatement > financial adviser gives inadequate investment advice to a client

Question 155

what is the general structure of particulars of claim for breach of contract?

Answer 155

HEADING 1. THE PARTIES - At all material times [the C was + the D was] 2. THE CONTRACT [who, when, what for] - By a written contract entered into between the Claimant and the Defendant on [date], the Defendant agreed to ... - A copy of the contract is attached 3. TERM BREACHED - course of business - implied term - express term 4. PARTICULARS OF BREACH - causation - as a consequence of the breaches of terms [what happened/how was the damage caused] - by reason of the above, the Claimant has suffered loss and damage 5. PARTICULARS OF LOSS AND DAMAGE - cost of ... - consequential losses - interest 6. AND THE CLAIMANT CLAIMS - damages - interest 7. STATEMENT OF TRUTH

Question 156

consent order - page 64 of DR manual vs tomlin order

Question 157

what is the main difference between particulars of claim for breach of contract vs breach of duty (negligence)?

Answer 157

- breach of contract: a) contract b) terms c) breach + causation d) loss + damage - breach of duty: a) duty owed - what was the relationship b) how was this breached c) causation d) loss + damage

Question 158

what is the phrasing of claiming interest in the High Court?

Answer 158

In respect of damages awarded the Claimant is entitled to interest pursuant to s 35A of the Senior Courts Act 1981 for such rates and for such a period as the Court thinks just.

Question 159

what is the phrasing of claiming interest in the County Court?

Answer 159

In respect of damages awarded the Claimant is entitled to interest pursuant to s 69 of the County Courts Act 1984 for such rates and for such a period as the Court thinks just.

Question 160

what is the wording of the statement of truth? how does it change if the legal rep is signing it?

Answer 160

I believe that the facts state in this [claim form/particulars of claim/defence] are true. I understand that proceedings for contempt of court may be brought against anyone who makes, or causes to be made, a false statement in a document verified by a statement of truth without an honest belief in its truth. The Claimant believes that the facts stated in this [claim form/particulars of claim/defence] and any attached sheets are true. I am authorised by the claimant to sign this statement.

Question 161

what is the phrasing of claiming interest pursuant to the contract? specified

Answer 161

The claimant claims interest at a rate of X% per year pursuant to clause X of the written contract from DATE to DATE (X days) amounting to £X and continuing at the rate of £X per day until judgment or earlier payment.

Question 161

what is the structure and approach of a defence?

Answer 161

- same heading as POC [court, claim no., title = defence] - address each point made in POC - usually start with "Unless otherwise stated, references to paragraph numbers in this Defence are references to the paragraphs of the Particulars of Claim" - "paras 1-4 are admitted" [these would be paragraphs detailing the parties and the existence of the contract" e.g. para 5 is denied. The Defendant asserts... para 5 is admitted, save where

Question 162

where a Defendant denies an allegation detailed in the particulars of claim, what must they do?

Answer 162

- give their reasons for denying AND - their version of events e.g. The Defendant denies it was in breach of contract as alleged in paragraph 6 of the Particulars of Claim, or at all. The Defendant asserts that the Unit supplied was of satisfactory quality and fit for its purpose. In particular, the impeller retaining nut on the water pump was sufficiently secure by means of a 0.4cm thread. e.g. If, which is not admitted, the Claimant suffered the loss and damage alleged in paragraph 8, the Claimant failed to mitigate that loss and damage. In particular, it was unreasonable to stop production for 9 days.

Question 163

in what circumstances would you make no-admission in a defence? what kind of wording could you use?

Answer 163

- where you have no knowledge of the matters e.g. The Defendant makes no admission as to the matters stated in paragraph 7 as the Defendant has no knowledge of these matters.

Question 164

if the defendant alleges that the relevant limitation period for the claim has expired, what must they include in their defence?

Answer 164

- when they believe the limitation period began and expired - whether it expired pursuant to the terms of the contract or the Limitation Act 1980

Question 165

the defendant has the burden of proof which two elements of a claim?

Answer 165

1. contributory negligence 2. a failure by the claimant to mitigate loss - where these matters are alleged, they should be made and detailed in the defence

Question 166

where would you set out a counterclaim?

Answer 166

- defence - then... COUNTERCLAIM - the defence is essentially going to set out the defendant's version of events + counterclaim - you can just say "the Defendant repeats paras X to X of the Defence" - "owing to the above matters, the Defendant has suffered loss and damage" PARTICULARS OF LOSS AND DAMAGE AND THE DEFENDANT COUNTERCLAIMS: 1. damages as set out in para X above 2. interest as set out in para X above

Question 167

what is the phrasing for the Defendant disputing the Claimant is entitled to any damages/money in a Defence ?

Answer 167

The Defendant denies the Claimant is entitled to the relief claimed or any relief.

Question 168

where possible the facts set out in a statement of case should be in what order?

Answer 168

chronological

Question 169

where a claim is based on a written agreement, what should be attached to a statement of case?

Answer 169

a copy of the agreement

Question 170

where a claim is based on an oral agreement, what should be included in the statement of case?

Answer 170

- contractual words stated - to whom - by whom - when they were spoken - where they were spoken

Question 171

you should always date a statement of case - true or false?

Answer 171

true

Question 172

what person should a witness statement be written in?

Answer 172

first - use "I"

Question 173

what is the structure of a civil witness statement?

Answer 173

HEADING (see attached) 1. OPENING PARA: - name, address + occupation - within my own knowledge - information supplied by others - method of preparation 2. CHRONOLOGICAL ORDER OF EVENTS 3. STATEMENT OF TRUTH - only witness can sign - I believe the facts in this witness statement to be true. I understand that proceedings for contempt of court may be brought.... - statement of truth was signed on X date

Question 174

how might you word the first paragraph of a civil witness statement?

Answer 174

- I, NAME, of ADDRESS, am a OCCUPATION. - the facts and matters set out in this statement are within my own knowledge unless otherwise stated and I believe them to be true - where I refer to information supplied by others, the source of the information is identified - facts and matters derived from other sources are true to the best of my knowledge and belief - this statement has been prepared after a face-to-face meeting with my solicitor, X of FIRM.

Question 175

can a legal rep sign a witness' WS?

Answer 175

no - must be signed by witness

Question 176

where possible, how should a civil witness statement be written?

Answer 176

- in the witness' own words

Question 177

how should documents attached to a WS be referenced?

Answer 177

- formally exhibited - witness' initials then numbered e.g. LM1

Question 178

what might be the wording of the interest section be if you are claiming interest on a specified commercial debt?

Answer 178

1. The sum of £X [damages] 2. Interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. - For the purposes of the Act, both parties acted in the course of business. - The statutory interest rate began to run from and including [first date of breach] at 8% of the reference rate of [base rate] then in force, totalling [8 + reference rate] per annum. - Interest due to the date of issue is £X [date of breach to current date inclusive being X days] and is continuing until judgment or sooner payment date at a daily rate of £X. 3. Compensation for late payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 in the sum of £100.

Question 179

what is the wording for the reason why you object to the other party inspecting documents in the disclosure form due to litigation privilege?

Answer 179

'The X was obtained by the claimant/defendant's solicitor a) when this litigation was reasonable contemplated OR b) after proceedings were issued for the dominant/sole purpose as having as evidence for this litigation and so it is protected by legal professional litigation privilege.

Question 180

what is the wording for the reason why you object to the other party inspecting documents in the disclosure form due to advice privilege?

Answer 180

'This communication was for the sole/dominant purpose to seek or to give legal advice and so it is protected by legal professional advice privilege.

Question 181

how would you describe each document listed in part 1 of the N265?

Answer 181

EXAMPLES: 1. statements of case and other court documents - various dates 2. correspondence between the Claimant's solicitors and the Defendant's solicitors - various dates 3. contract between [name] and [name] dated X June 20XX 5. email from X to X dated X June 20XX

Question 182

how might you describe documents in part 2 of the N265

Answer 182

LITIGATION PRIVILEGE - correspondence, attendance notes and similar documentation - instructions to counsel - counsel's advice ADVICE PRIVILEGE - correspondence between the Defendant's solicitors and witnesses, both expert and factual, including proofs, statements, drafts and similar documentation

Question 183

Question 3 of an N244 asks "What order are you asking the court to make and why?". What would you include here?

Answer 183

EXAMPLE: - an order that summary judgment be granted to the Claimant - pursuant to [relevant law] - because the Defendant has [both grounds for granting summary]

Question 184

what is the general structure of a Part 18 Request for Further Information?

Answer 184

1. HEADING - (the usual) [Claimant's Part 18 Request for Further Information] 2. This request is made on [date] and the [C/D] expects a response to it by no later than [date]. 3. REQUESTS e.g. under para X of the Particulars of Claim, please provide... 4. sign off (by sols)

Question 185

what is the structure of a consent order?

Answer 185

- usual court heading - upon the parties agreeing to settle this matter AND BY CONSENT IT IS ORDERED THAT 1. the D shall pay the C the sum of £X by [time + date] 2. upon payment the claim will be stayed 3. no order as to costs 2 x signature box - both stating "we consent to the terms of this order" - can be signed by firm - dated

Question 186

what is the structure of a Tomlin order?

Answer 186

- usual court heading ORDER BY CONSENT UPON the parties having agreed to terms of settlement BY CONSENT IT IS ORDERED THAT: 1. all further proceedings in this action shall be stayed upon the terms set out in the attached schedule 2. non-performance 3. payment of costs DATED "we consent to the making of an order in the above terms" ................. [ x 2 - one for C / one for D] SCHEDULE - terms of settlement

Question 187

draft a civil hearsay notice

Answer 187

Question 188

what is the structure of a draft order?

Answer 188

USUAL COURT HEADING ON the [PARTY]'s application dated [DATE] for relief from sanctions under CPR 3.9 (the Relief Application) AND ON reading the evidence [AND ON hearing representatives] IT IS ORDERED THAT: 1.The [PARTY] is granted relief from sanctions and is permitted [CONSEQUENCES OF REMOVAL OF SANCTION]. 2.Costs in the case.

Question 189

in most multi-track cases, a case summary will be prepared for the CMC. it is essentially an updated case analysis following the exchange of all statements of case... what would you include in a case summary?

Answer 189

1. chronology 2. agreed issues of fact 3. issues in dispute (drafted as questions e.g. were the brakes of the lorry defective?) 4. evidence (from C + D) required to deal with the disputed issues 5. signed and dated

Question 190

what would need to be included in any Part 36 Offer?

Answer 190

HEADING: as a letter WPSATC [PARTY] v [PARTY]: Offer to settle under Part 36 We refer to the above matter in which we act for [client] ('our client') - Our client is confident that it has a strong case against your client, [PARTY NAME], and is entitled to substantial damages, as set out in the particulars of claim. - Nevertheless our client is mindful that under the Civil Procedure Rules litigants are expected to try to resolve their disputes whenever possible. - We are, therefore, authorised to make your client, the following offer to settle under Part 36 (Offer) 1. "This offer is made pursuant to Part 36 of the Civil Procedure Rules" 2. "Accordingly, if your client accepts this offer within 21 days (if more than 21 days state period), your client will liable for our clients costs" 3. Terms of the Offer - what part of proceedings it relates to We look forward to hearing from you. Yours faithfully [LAW FIRM}

Question 191

in the 'specified incumbrances' section of a contract for sale, what could you draft instead of re-stating the incumbrances included in the charges register?

Answer 191

"The covenants referred to in entry No.1 of the Charges Register" OR - if they are on different registers: - The mines and minerals exception in entry 2 of the Property Register - and the covenants in entry 1 of the Charges Register

Question 192

transfer deed

Question 193

what is the structure of an undertaking?

Answer 193

Dear Sir/Madam HEADING: COSTS UNDERTAKING IN RESPECT OF... We act for [client name] in respect of... We undertake to... Yours faithfully, ULaw LLP

Question 194

in a contract of sale, what will you draft in the 'contract rate' section?

Answer 194

The Law Society's interest rate from time to time in force.

Question 195

how would you draft the following sections of a contract for sale: - purchase price - deposit - contents price - balance

Answer 195

- purchase price = overall amount - deposit = amount agreed (usually 10% or purchase price - but check instructions) - contents price = value of any chattels that are being included in the purchase price - balance [ purchase price MINUS deposit MINUS contents price ]

Question 196

draft a special condition in a contract of sale for where the deposit amount has been amended....

Answer 196

The deposit payable by the Buyer to the Seller shall be 5%.

Question 197

how would the 'title number/root of title' section of a contract of sale look where the property was: a) registered land b) unregistered land

Answer 197

a) registered land: - put a line through root of title - enter title number b) unregistered land: - put a line through title number - state the document that is being used as the root of title e.g. 'The Conveyance'

Question 198

draft a special condition in a contract for sale where the deposit is to be held as agent, rather than stakeholder....

Answer 198

The deposit shall be paid to the seller's conveyancer as agent for the seller [and Standard Condition 2.2.6 is varied accordingly]

Question 199

draft a special condition for a contract of sale allowing the seller to remove and keep a fixture...

Answer 199

- The [fixture] located in [which room] of the property is excluded from the sale. - The seller may at any time before completion remove it from the property and shall not be required to make good any damage caused.

Question 200

draft a special condition for where a buyer has agreed to buy some of the seller's chattels. the price of them will be included in the contents price.

Answer 200

The sale includes [the chattels e.g. carpets and curtains] at the property and the buyer is to pay the contents price for them.

Question 201

draft a special condition for the contract of sale to appoint a second trustee...

Answer 201

The seller shall in the transfer to the buyer appoint [name of new trustee] to be a trustee of the transfer in place of [name] who died on [date] and jointly with the seller for the sole purposes of acknowledging receipt of the purchase price. The second trustee appointed will give no title guarantee in the transfer.

Question 202

draft a special condition for the contract of sale for defective title insurance...

Answer 202

The property is sold subject to the covenants in a Conveyance of the land in this title and other land [dated] referred to in entry X of the Charges Register. The buyer accepts that neither the original conveyance nor a certified copy or examined abstract thereof can be produced and shall raise no objection or requisition in respect thereof. The seller will transfer with no title guarantee in this respect. The seller can produce a Defective Title Insurance policy in respect of this Conveyance and prior to completion will at her own expense arrange for the insured sum to be increased to £[value the property is being sold for] and will hand the policy over to the buyer at completion.

Question 203

in a contract of sale, if one of the two owners of the property being sold has died, how many names would you include in the 'seller' box?

Answer 203

- just one

Question 204

how does an individual execute a TR1?

Answer 204

- needs to be executed as a deed - sign in the presence of a witness - the witness cannot be another party to the deed - the witness can witness all parties signatures - must sign to say they have witnessed X3 - include witness' name in block caps, address + occupation

Question 205

Panel 6 of TR1: 'Transferee's intended address for service for entry in the register' which address goes in here?

Answer 205

- address of the property they are buying - note if the property is tenanted, the buyer may want the comms going to a different address - if a company > may use registered address

Question 206

Panel 8 of TR1: 'Consideration'

Answer 206

- most likely going to be putting an X in the first box - write the purchase price in words and figures e.g. three hundred and eighty thousand pounds (£380,000) - note this is not the balance figure - should exclude any amount being paid in respect of contents - just the value of the property - include VAT in the amount stated

Question 207

what MUST you leave blank on the TR1?

Answer 207

date

Question 208

how would you draft Panel 10 of a TR1 where there are two buyers?

Answer 208

The transferee is more than one person and they are to hold the property on trust for themselves alone as tenants in common in the follow [unequal / equal shares]: a) one third to [name] and b) two thirds to [name].

Question 209

how would you draft Panel 11 of a TR1 where an indemnity covenant has been provided?

Answer 209

The transferee covenants with the transferor to: 11.1 (by way of indemnity only) observe and perform the covenants referred to in entry X of the charges register of [title number] ('the Covenants') so far as they are subsisting and capable of taking effect; and 11.2 indemnify the transferor against any liability incurred for any breach or non-observance of the Covenants occurring after the date of this transfer.

Question 210

what should Panel 12 of a TR1 look like?

Answer 210

- always executed by transferor - would be repeated to include the transferee where they are entering into an indemnity covenant or making a declaration (TICs) "Signed as a deed by ......... Name in the presence of Signature of witness Name Address "

Question 211

what is the phrasing used for indemnity clause in panel 11 of TR1 for assigning a lease?

Answer 211

The transferee covenants to indemnify the transferor against any liability for any future breach of the tenant's covenants in the Lease and to perform such covenants from and after the date of this transfer.

Question 212

draft a repair covenant providing that the tenant will not be liable to repair the property where damage has been caused by an insured risk....

Answer 212

10 . Repairs 10.1 The Tenant shall repair the Property 10.2 The Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an Insured Risk, unless and to the extent that a) the policy of insurance of the Property has been vitiated or any insurance proceeds withheld in consequence of any act or omission of the tenant or any person on the property with the tenant's authority b) the insurance cover in relation to that disrepair is excluded, limited or is unavailable as mentioned in clause X [this would be the landlord's covenant to insure]

Question 213

draft an alienation covenant in a lease...

Answer 213

except as expressly permitted by this lease, the Tenant shall not assign, underlet, charge, part with or share possession or share occupation of this lease or the Property or hold the lease on trust for any person.

Question 214

which assumptions would you draft into a rent review clause of a commercial lease?

Answer 214

the property is available to let in the open market: a) By a willing Landlord to a willing Tenant i) With vacant possession ii) For a term equal to the unexpired residue of the Contractual Term at the relevant Review Date or a term [X] b) The Tenant has fully complied with their obligations in this lease c) if the Property, or any means of access to it or any service media serving the Property, has been destroyed or damaged, it has been fully restored

Question 215

what is the general structure of a lease?

Answer 215

1. parties 2. definitions / interpretation 3. the property (address and description) 4. grant of term by lessor to tenant 5. tenants covenants 6. landlords covenants

Question 216

how should you deal with the breach section of the particulars of claim?

Answer 216

- factual consequences of breach in chronological order - "as a result of the breaches of contract...." - e.g. product had to be withdrawn from sale, had to instruct another firm to fix the product at a cost of £X, meant couldn't meet deadline and loss profits of £X (only if these losses weren't too remote)

Question 217

where you are claiming for consequential losses in particulars of claim, what do you need to include?

Answer 217

- losses aren't too remote - need to detail how the defendant knew that these losses could've occurred on breach - in the main body > after formation of the contract > you could include something like "the Defendant knew that the Claimant had engaged thir services for [the purpose] and that the product was to be launched [date]."

Question 218

how would the covenants for title stated in a TR1 differ for an assignment?

Answer 218

- make express modification of the implied covenants for title - panel 9 or panel 11: "the covenants set out in s.4 LP(MP)A will not extend to any breach of the tenant's covenants relating to the physical state of the property"

Question 219

when drafting a clause in a will to give a gift to two people, what effect would using 'jointly' vs 'in equal shares' have?

Answer 219

IF GIFT IS MADE TO 'A + B JOINTLY' - if A predeceases the testator, B can receive the whole sum IF GIFT IS MADE TO 'A + B IN EQUAL SHARES' - words of severance - if A predeceased the testator, A's share will lapse > partial intestacy > residuary estate (unless they have issue > exception to doctrine of lapse)

Question 220

what is the wording of the executors undertaking in a deed of variation?

Answer 220

the executors undertake to administer the estate in accordance with the variations made by this deed.

Question 221

where there is a pecuniary legacy being paid to a charity, what should you always consider?

Answer 221

receipt clause e.g. 'I declare a receipt from the Treasurer or other proper office for the time being of [charity] shall be sufficient to discharge my trustees'

Question 222

what are some key things to remember about an affidavit of due execution?

Answer 222

- needs to be made at solicitors or commissioner for oaths - I am one of two subscribing witnesses - confirm the testator executed the will on (date) + how e.g. "by signing his name as now appears in the will in the presence of me and (other witnesses name), with both of us present at the same time". After the Testator had signed the will, we each signed and attested the will in the presence of the Testator". - "sworn by the above-name deponent"

Question 223

draft a special condition in the contract of sale where the seller wants to remove a fixture and exclude it from the sale of the property

Answer 223

the antique grandfather clock that is secured to the floor and wall in the living room of the property is excluded from the sale the seller may at any time before the completion remove it from the property and shall not be required to make good any damage caused