Representation Definition

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GLOSSARY

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What does Representation mean?

A representation is a statement that is not a term of a contract but if turns out to be untrue may still give rise to a remedy, albeit on a restricted basis.

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Deferred Prosecution Agreements entered into to date—checklist

Deferred Prosecution Agreements entered into to date—checklist A Deferred Prosecution Agreement (DPA) is a voluntary agreement between an organisation and a designated prosecutor which enables the prosecutor to defer a criminal prosecution by staying an indictment on specific terms agreed with the organisation (see Practice Note: Deferred prosecution agreements). It is therefore a means of alternative disposal for criminal offences. It involves the: • prosecutor inviting the organisation to enter negotiations for a DPA • organisation agreeing to comply with a range of terms and conditions which are monitored • prosecutor agreeing to start but then halt criminal proceedings for the alleged offence • prosecutor applying to the court for approval of the DPA No proceedings in relation to the matters covered by the DPA may be instituted against the organisation while the DPA remains in force and is complied with. Should the organisation breach the terms of the DPA, the prosecutor may apply to the court to restart the original criminal prosecution. DPAs are only available to organisations in...

Considerations for a franchisee when entering into a new franchise or purchasing an existing franchise—checklist

Considerations for a franchisee when entering into a new franchise or purchasing an existing franchise—checklist This is a Checklist of issues for a franchisee to consider prior to committing to enter into a franchise agreement or purchase an existing franchise. Taking a franchise is often a substantial financial investment and long term commitment for a franchisee and it is important they fully understand what they are getting into. • Choice of business format to operate the franchise The franchisee will need to consider in what form it operates the franchise—as a limited company, an individual, partnership or limited liability partnership. If there is more than one franchise, the franchisee should further consider whether agreements are necessary to define the role and responsibility of each person involved, eg a shareholders agreement. While the limited company format does provide the franchisee with the protection of limited liability—the structure of a typical franchise will often get around this corporate veil by requiring the franchisee to also enter into the franchise agreement as an...

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Convention rights—compatibility of legislation

Convention rights—compatibility of legislation Parliamentary statements of compatibility The Human Rights Act 1998 (HRA 1998) is designed not only to give people a remedy when their rights under the European Convention on Human Rights (ECHR) have been breached, but also to encourage governments and Parliament to give greater thought during the legislative process to whether an intended piece of legislation will be compatible with Convention rights. HRA 1998, s 19 requires a Minister of the Crown in each House of Parliament, before the second reading of a Bill, to make a statement to the effect that the Bill is compatible with Convention rights (a section 19(1)(a) statement) or, alternatively, (section 19(1)(b)) to the effect that they are unable to make such a statement, but the government wishes Parliament to proceed with the Bill in any event. The form of the statement of compatibility The statement of compatibility must be in writing, but there is no prescribed manner in which the statement must be published. The statement must be...

The EU Taxonomy Regulation—essentials

The EU Taxonomy Regulation—essentials This Practice Note analyses the scope and impact of the EU Taxonomy Regulation (Regulation (EU) 2020/852), and related delegated acts, and considerations for asset managers. What is the law/regulation? In December 2019, the Council of the EU and the European Parliament reached political agreement on the text of a proposed Regulation on the Establishment of a Framework to Facilitate Sustainable Investment—the so-called ‘EU Taxonomy Regulation’. The EU Taxonomy Regulation (Regulation (EU) 2020/852) was published in the Official Journal of the EU (OJ) on 22 June 2020, entered into force on 12 July 2020 and applies from the dates detailed in What is the timeline? below. The EU Taxonomy Regulation amends, and uses definitions from, the EU regulation on sustainability‐related disclosures in the financial services sector (Regulation (EU) 2019/2088) (the EU SFDR) and it is supplemented by Commission delegated regulations which are summarised in Recent developments and delegated regulations below. For more information, see the Commission’s webpages on Sustainable finance and the EU taxonomy for sustainable activities....

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Consultancy agreement—company and individual—pro-client (short form)

Consultancy agreement—company and individual—pro-client (short form) [ON HEADED NOTEPAPER OF CLIENT COMPANY] [Insert consultant’s name] [Insert consultant’s address] [Insert date] Dear [insert consultant’s name] [ Consultancy agreement OR Insert name of project ] Further to our recent discussions, I am pleased to confirm the terms of our agreement regarding the provision of your consultancy services to [insert name of client company] (Company). 1 Term 1.1 [Subject to the terms set out in this letter, your engagement [will commence OR commenced] on [insert date] and will continue unless or until either party gives to the other not less than [insert number] [weeks’ OR months’] prior notice in writing. OR 1.2 Your engagement will be for a fixed period of [insert number] months from [insert date], subject to the terms of this letter and subject to the right of either the Company or you to give to the other not less than [number] [weeks’ OR months’] notice in writing during such fixed period terminating the...

Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

Dive into our 159 Precedents related to Representation

A litigant in person has filed a list of documents for disclosure but has not filed a disclosure statement. Does CPR 31.21 apply and is there an automatic sanction for failure to provide a disclosure statement? Can the litigant rely on the documents without permission from the court or have relief from the sanctions?

A litigant in person has filed a list of documents for disclosure but has not filed a disclosure statement. Does CPR 31.21 apply and is there an automatic sanction for failure to provide a disclosure statement? Can the litigant rely on the documents without permission from the court or have relief from the sanctions? Disclosure statement CPR 31.10 sets out the procedure for giving standard disclosure. This requires a party to make a list of documents in the relevant practice form (N265) which includes a disclosure statement (see the annex to CPR PD 31A). CPR 31.10(5) requires a list of documents to include a disclosure statement which should indicate the individual statements listed in CPR 31.10(6): • setting out the extent of the search undertaken to locate documents to be disclosed • certifying that the party giving disclosure understands the duty to disclose documents • certifying to the best of his knowledge he has carried out that duty Unless the parties have agreed in writing that...

In property sale contracts, is it possible to exclude liability for inadvertent misrepresentation in replies to enquires before contract?

In property sale contracts, is it possible to exclude liability for inadvertent misrepresentation in replies to enquires before contract? In commercial transactions it is frequently the case that an ‘entire agreement’ clause will be inserted into the contract with the purpose of seeking to exclude any liability in respect of matters arising outside of the terms of the contract. This will include representations that have been made with regard to the contract which are in fact inadvertent misrepresentations. An effective entire agreement clause therefore prevents the rescission of the contract or a claim for damages on the basis of a non-fraudulent misrepresentation. The standard contractual terms for commercial property sales include a clause of this type and such clauses are also standard in residential property sales. Similarly, exclusion clauses can be included, and are included as standard, in respect of liability for misrepresentation. It is essential that such clauses are carefully drafted, as a poorly drafted clause will not necessarily protect against pre-contractual representations. If this is intended,...

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Where there's no waiver, there's no way (Barclays Bank plc v VEB.RF)

Commercial analysis: The English High Court has provided further guidance on the interpretation of ‘no waiver’ clauses in a recent decision. The backdrop to this decision was a sanctions related dispute about the termination of a currency swap agreement between two banks, one of which was Russian, the other English. The agreement had a dispute resolution clause where the forum was arbitration unless the English bank gave notice that a dispute should be heard by the English courts. Pamela Vassil, lawyer at A&O Shearman, examines the court’s decision.

Singapore High Court orders partial setting aside of award of damages made in excess of scope of submission to arbitration (India Glycols Ltd and others v Texan Minerals and Chemicals LLC)

Arbitration analysis: This case involved a successful partial setting aside of an arbitral Award of damages pursuant to Article 34(2)(a)(iii) of the UNCITRAL Model Law on International Commercial Arbitration (‘Model Law’) on grounds that the Tribunal had exceeded its jurisdiction by deciding on matters beyond the scope of the submission to arbitration. In this case, the Singapore High Court partially set aside a part of the Award imposing liability for damages for breach of contract on two of the three Respondents, finding that the issue of the two Respondents’ breach of contract and liability for the same never arose in the arbitration nor was it within the scope of the submission to arbitration. This case provides useful guidance as to how a court approaches a challenge to an award made in excess of a tribunal’s jurisdiction. Written by Magdalene Ong, partner at WongPartnership LLP.

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