Insights: Tom Bolam

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A Director’s Duty

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When a company is solvent, the primary duty imposed on directors is to promote the success of the company for the benefit of its shareholders.  This duty is codified at section 172(1) of the Companies Act 2006. However, that position changes when a company is insolvent, or close to insolvency. In that latter instance, directors […]


The Commercial Agents Regulations – The Commodity Market Exception

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Pluczenik Diamond Company NV v W Nagel (a firm) Case number [2018] EWCA Civ 2640 A commercial agent is a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods on behalf of another person. Commercial agents have special protection in law under the Commercial Agents (Council Directive) Regulations 1993 (the Regulations). […]


The Expanding Reach of the SFO

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The Facts The SFO had commenced a criminal investigation into KBR Ltd, concerning suspected offences of bribery and corruption. KBR Ltd is one of many subsidiaries of the US based KBR Inc., and ultimately forms part of the wider KBR Group. As part of its investigation, the SFO sought documents held both in and outside […]


Duty of care of lenders and valuers to third parties

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In the recent case of Rehman and Rehman v Santander UK Plc and BNP Paribas Real Estate Advisory and Property Management UK Limited the High Court was asked to consider whether a lender owed a duty of care to a borrower’s guarantors in respect of a valuation report commissioned by the lender. Facts The borrower […]


Insolvency – Challenging pre-pack sales

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A ‘pre-pack’ is where a company in financial difficulty arranges the sale of its business before entering administration (a form of insolvency process). Immediately upon the company entering administration, and without first notifying creditors, the administrators sell the company’s assets to a third party. Creditors of the company that has entered administration are only likely to […]


Singularis Holdings Ltd (in liquidation): a cautionary tale for banking institutions?

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Banks are generally not liable to compensate customers for fraudulent payments if the customer authorised the payment.  However, in Barclays Bank Plc v Quincecare Ltd [1992] 2 All E.R. 363 it was held that banks owe a duty to prevent fraudulent transactions if the bank has reasonable grounds for believing that the customer authorisation is […]


The Future of ADR

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As part of the increasing drive towards alternative means of dispute resolution (ADR), the Civil Justice Council’s ADR Working Group has published an interim report on the current and future role of various forms of ADR in civil disputes[1]. So what is the CJC likely to recommend? The essence of ADR is the deliberate creation […]


Arbitration or court litigation in England and Wales

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Counterparties to a commercial contract with no connection to England often agree that any dispute arising from their contract will be determined by the courts of England. The English courts are accustomed to dealing with cases that have no real connection to their jurisdiction.  When agreeing the form of dispute resolution, parties may be faced […]


Fladgate announces partner promotion

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Fladgate LLP is delighted to announce the promotion of commercial property specialist Gavin Whitney to its partnership in the latest round of internal promotions, effective 1 April 2016. As part of the firm’s Route to Partnership policy, Fladgate has made a number of additional promotions within its partnership structure as well as promoting Tom Bolam […]


Common mistakes in choice of law and jurisdiction clauses

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It is very common for non English commercial counterparties to decide that a contract should be governed by English law. The English courts are very used to dealing with litigation that does not involve English parties. Often the contract that has given rise to a claim will not have been reviewed by an English qualified […]


Avoiding legal traps and pitfalls in IT projects

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Tom Bolam highlights the dangers of proceeding with IT projects without fully agreeing key terms and recording them in a binding agreement. He believes that, when considering IT contracts, lessons can be learned from the construction industry. In 2002 the Government awarded contracts for ‘Spine’, the NHS National Programme for IT. Heralded by its implementation […]


Fladgate acts for JustEnough in defeating interim application

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In a widely reported judgement, Fladgate acted on behalf of JustEnough Software Corporation, the defendant and counterclaimant in a Commercial Court action brought by Supergroup Plc, the owners of the Superdry clothing brand, in successfully defeating an interim application. Having brought proceedings in 2013, Supergroup discontinued its claim against our clients in May 2014, and […]