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January 2012
Contract Law
December 2011
November 2011
Recruitment
October 2011
Intellectual Property Update
September 2011
Commercial Disputes
July/August 2011
Holidays, Gym Memberships, Nights Out
June 2011
Social Media and Comparative Advertising
Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics
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Find Previous Featured Articles
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January 2012
Contract Law
December 2011
November 2011
Recruitment
October 2011
Intellectual Property Update
September 2011
Commercial Disputes
July/August 2011
Holidays, Gym Memberships, Nights Out
June 2011
Social Media and Comparative Advertising
Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics
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Find Previous Featured Articles
| |
January 2012
Contract Law
December 2011
November 2011
Recruitment
October 2011
Intellectual Property Update
September 2011
Commercial Disputes
July/August 2011
Holidays, Gym Memberships, Nights Out
June 2011
Social Media and Comparative Advertising
Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics
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Greetings!
Welcome to our February newsletter.
The theme this month is "All Things International". We at Fortune Law are qualified to practice English law but being a commercial practice in the heart of London's West End, we invariably act for clients from around the globe. These include entrepreneurs wishing to purchase an existing business here or established overseas businesses looking to expand their offering by venturing into Europe.
This month, our newsletter includes the following articles:
1. Top 10 tips for international entrepreneurs;
2. Back to basics: terms of a contract; and
3. UK employment law update.
Our featured client this month is Peter Kubalka of Capital Business Links Ltd, a firm of West London accountants and financial advisers. They specialise in all the usual areas you would expect from a good accountancy practice, ranging from services for limited companies, self-employed persons, partnerships and individuals, to dealing with accounting, bookkeeping, payroll, tax returns and tax advice.
What sets them apart, however, is that the firm provides services to international clients and has specific expertise in dealing with the ever-growing Polish business community.
If you need advice on or assistance with establishing or acquiring a business in the UK including corporate structures and requirements, employment matters and contracts, property acquisition or leasing, or with entering into cross-border contracts for the supply of goods or services, or agency, distribution, confidentiality or consultancy arrangements, or any other international aspect of your business, then do not hesitate to call us on 020 7440 2540 or e-mail us at enquiries@fortunelaw.com. We are always happy to help.
Further information
Fortune Law provides businesses with "a one stop shop" service dealing with commercial property, commercial litigation, employment, international, corporate and commercial law.
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Shainul Kassam
Fortune Law Solicitors |
Featured Client  | | Peter Kubalka |
http://www.cblfinance.com/ 
"Fortune Law provides legal assistance for our company and our clients and is keeping us up to date with business legislation, policies and procedures . We found the assistance provided by Fortune Law very professional and their office staff very efficient and easy to get hold of.
From our experience we can definitely say that Fortune Law offer a fantastic customer service. We have no hesitation in recommending them to all our clients and friends and have complete confidence and trust in the service they provide."
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10 Top Tips For International Entrepreneurs
Whether you would like to set up a partnership or a company in the UK or a branch of an existing international company, you will need to take into account a host of legal requirements and provisions.
1. Consider your business structure at the outset
You can set up as a sole trader, a partnership or a limited company in the UK. The process is quite straightforward and there are generally no restrictions on overseas businesses. Key matters to consider, for example, are whether you want to limit your liability against debts of the business. The sole trader or partnership routes do not provide this but a company structure can.
A company is seen to be a separate legal entity from you personally and will be liable for its own debts. In other words in the event of the company failing, your personal assets will not be affected.
2. Set up a registered office
On a daily basis, you will usually receive business correspondence. It is important to ensure you have a registered office in the UK where important documents can be sent to you and indeed, it is a requirement of Companies House for all UK companies to have a UK registered address when incorporated.
3. Harness the power of the Internet
There has never been a better time to do business on the internet. If you are conducting business over the internet, however, you will need to comply with specific UK and EU legislation such as the Consumer Protection (Distance Selling) Regulations 2000 and the Electronic Commerce (EC Directive) Regulations 2002. You will also need to register under the Data Protection Act 1998 and notify the Information Commissioner if you intend to hold the personal data of your customers on a computer system.
4. Get it in writing
One of the key legal documents to get right at the very beginning is the contract or terms and conditions you use with your customers. Every business is unique in the way it transacts with its clients and it would be worthwhile to make sure this document says what you want it to, especially in a new legal setting.
5. Get your team in place
Your employees will be vital to your success but when hiring staff you will need to take into account a number of different matters. Overseas staff must possess, where relevant, appropriate work permits to work in the UK.
A written employment contract for each of your employees is required within two months of their start date and should cover all key UK employment law requirements, e.g. the job title and location, remuneration, holiday entitlement and sick pay details and how the contract should be terminated. In addition, you may want to protect your confidential information and intellectual property. You may also wish to prevent senior or key employees competing against you or stealing your customers for a certain period where possible.
6. Protect your brand
For many businesses, their name can be everything. It would be advisable to register either your logo or business name as a trade mark to prevent third parties using it and confusing your customers. Trade mark registration makes it much easier for you to take legal action against anyone who uses your mark without your permission. In addition, once you register your trade mark and have built up your reputation, it may be possible to sell, franchise or licence it to create another income stream.
7. Get your location right
The two main ways of acquiring premises in the UK are by purchasing a freehold property or by leasing or renting one. Both require careful research into the market to make sure you have picked the best street for your offering. You will need to make sure you get permission, for example, to use the property for your required purposes and for any fit out or refurbishment works.
8. What to do when things go wrong
Disagreements or disputes often arise in business. These can be with staff, shareholders, customers, suppliers or directors. Think about how you would like to deal with these issues in advance and provide for them in your contracts. In order to save time and money, think about specifying alternative dispute resolution procedures such as mediation or arbitration in your contracts.
9. Where should I sue or be sued?
As an international business in the UK, you will have access to a longstanding and reputable court system and support from world class, highly skilled arbitrators, mediators and lawyers in the event of a dispute. You may therefore want to choose to resolve your disputes in the UK courts. This will need to be written into the contract. If no such clause is included, life can get very difficult when assessing which country has the proper authority to deal with the dispute.
10. Think about ongoing support
Business is always exciting but can be unpredictable. It is important to surround yourself with good professionals who can advise you on specialist areas and, most importantly, be at the end of a telephone when most needed.
At Fortune Law, we can assist with all aspects of your business expansion into the UK including advice and setting incorporating the right structure for your needs, acting as your registered office, introducing you to other professionals, drafting and negotiation of contracts dealing with your intellectual property, commercial property, employment issues and other business related matters or disputes. Please get in touch with us at enquiries@fortunelaw.com or on 020 7440 2540.
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Back To Basics - Terms Of A Contract
Last month we explained how contracts are formed. This month, we strive further to provide you with a greater understanding of Contract Law by discussing the different types of contractual term and in what circumstances they arise.
Every contract will have key terms and they fall into different categories. The terms of a contract can be expressly agreed orally or in writing. In addition, terms may even be implied by law, the conduct of the parties, custom in a particular trade, previous dealings or the parties' intentions.
Three types of term
Contractual terms are defined as conditions, warranties or innominate terms.
This may be specified in the contract, implied by the nature of it, or implied by law. For example, the Sale of Goods Act 1979 provides that a seller's title to goods and their quality and fitness for purpose are conditions in a business-to-consumer contract.
A condition is a term that, if breached, gives the aggrieved party the right either to terminate the contract or affirm it. In addition, the aggrieved party can also claim damages.
A warranty is a term that, if breached, does not give the aggrieved party the right to terminate the contract; it gives rise only to a right to claim damages.
A condition is a fundamental term and goes to the heart of a contract. A statement or assurance about a factual matter would usually be a warranty. The 'opera singer' cases of Poussard v Spiers (1875) L.R. 1 QBD 410 and Bettini v Gye (1875) L.R. 1 QBD 183 provide examples of the distinction: in the former, a singer's obligation to sing on the first night of a three-month series of concerts was held to be a condition; in the latter, the singer's obligation to attend rehearsals was a warranty.
In between, there are innominate terms, where the remedy for breach will depend on the effect of that breach at the time it happens. If there is a substantial effect on the aggrieved party, it will be likely a fundamental term and give the right to that party to terminate the contract (and claim damages). If not, that party may only claim damages.
Express terms or representations?
Not all statements made by the parties during negotiations are intended to have contractual force. Some are only representations, meaning they are intended to induce the other party to enter into the contract, but not to be capable of imposing liability for breach of contract.
The distinction is important: if a statement is a term, as stated above a breach will give rise to contractual liability and damages; if it is a representation, liability will only be for misrepresentation. The latter raises a key battle ground: for misrepresentation to be claimed, it must be shown that the aggrieved party relied on the statement.
Whether a statement is a term or representation will depend the parties' intentions and therefore a variety of factors, such as the period of time between the statement being made and contract being formed; the importance of the statement; whether the statement is written into the contract; and whether one or both parties possesses the skill and knowledge to determine if the statement is true.
Implied terms
Terms may be implied by a number of methods:
- Usage or custom relating to a particular place or trade, provided that there is nothing contrary in the contract.
- Previous course of dealings, in which case a court may imply certain terms which have been regularly and consistently used before between the parties, provided there was a reasonable expectation that the term would apply again and there is no contrary term in the contract.
- Intention of the parties where, for example, there is a gap in the contract and it is apparent that the parties must have intended that term to form part of the contract. A court would consider the position from a reasonable person's understanding of the intentions and the background at the time of the contract, i.e. if it gives business efficacy to the contract and causes the reasonable person to think, "oh, of course" that term should be present.
- Law, for example, those implied by the Sale of Goods Act 1979 or Supply of Goods and Services Act 1982 in respect of the quality and fitness of goods and services provided to consumers and the skill and care used in the provision of services to consumers. Another example is the Late Payment of Commercial Debts (Interest) Act 1998, which creates an implied interest clause in business-to-business contracts for the supply of goods or services, allowing a creditor to claim interest at 8% over base rate.
Next month, we shall consider a specific type of contractual term in more detail, exclusion clauses, and discuss the extent to which liability can (or cannot) be excluded or limited.
Whether you are putting together a set of terms and conditions for clients, suppliers, for website use or a contract for a specific transaction or relationship, Fortune Law has the necessary expertise to advise and assist you with all aspects of Contract Law. Please get in touch by telephone on 020 7440 2540 or by e-mail at enquiries@fortunelaw.com.
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Employment Law Update
All employers need to be aware of important recent and upcoming changes to UK employment legislation.
Changes from 1 February 2012
The annual changes to employment tribunal compensation awards took effect on 1 February 2012.
The maximum compensatory award in claims of unfair dismissal increased from £68,400 to £72,300. The new rate increase will only be applicable for dismissals falling on or after 1 February 2012.
In addition, the limit on a week's pay, for the purposes of calculating statutory redundancy payments and the basic award for unfair dismissal has been increased from £400 per week to £430 per week.
Other changes in 2012
Employment law in the UK will also undergo some major changes in April 2012. The key changes are:
- To bring a claim for unfair dismissal, employees must have been employed not for 1 year but for 2 years. This will apply for new joiners who commence employment on or after 6 April 2012;
- Employers with 50 or more employees will have to enrol eligible employees automatically, and make mandatory employer contributions, into a qualifying workplace pension scheme or the National Employment Savings Trust (Nest) (effective from 1 October 2012);
- The standard rate of statutory maternity, paternity and adoption pay will increase from £128.73 to £135.45 per week from 1 April 2012;
- Statutory sick pay will increase from £81.60 to £85.85 per week from 6 April 2012.
Please do get in touch with us if you need advice on or assistance with employment law issues, the terms of your employment contracts, policies and share options schemes, transfer of employees, disciplinary issues, grievances and dismissals: 020 7440 2540 and enquiries@fortunelaw.com.
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