Legal Drafting Flashcards
Property contract
Title
Standard conditions
Date
Seller and buyer address
Property (free/lease)
Title numer
Specific incumbrances
Completion date
Contract rate
Purchase price, balance lef after deposit
Warning (legal document)
Signature
general Meeting Notice
Heading : name of company, company number, title
Opening : NOTICE. Date and time. OR or SR
Ending:
by order of the board,
Chairman
Address
Date
NOTE: entitled to proxy
Short notice for general meeting
Heading: name of company, company number, title
We, the undersigned, being all members and together holding not less than 90/95% in nominal value of shares giving the right to attend a dn vote at the general meetings, to be held at TIME on DATE at ADDRESS, agree that the meeting shall be deemed to have been duly called and the resolutions set out in the notice convening the meeting may be proposed and passed notwithstanding that shorter notice that specified in the Companies Act 206 or in the Company’s articles of association.
Date
Signatures of all members
Written resolution
Heading (company number, companies act 2006, type of company, written resolutions of name of company)
Text: chapter 2 of Part 13 of CA 2006, directors of company purpose that following resolution to be passed as OR/SR
List resolutions
Disclaimer
Ending : we, the undersigned, were at the time of the reoslutions were circulated entitled to vote on the resolutions and irrevocably agree to the reoslutions.
Explanations notes (once signed, may NOT revoke, do not need to do anything if do not agree, lapse by DATE)
Minutes of Board Meeting
Heading
Preliminary : the chairman noted that the meeting has even duly convened, reported that a quorum was present.
Headings and outline of what happened
Close : there being no further business, the meeting then closed
Signature of chairman
Minutes of a general meeting
Heading
Notice and quorum
Headings for the points of discussion
Close
Signature of chairman
Particulars of claim - CIVIL
Headings (court top LEFT, reference RIGHT. C and D in middle.
Opening : numbered para. Briefly outline facts, what happened, duty, how it was breached
POC: BECAUSE of the D negligence, the claimant suffered…
Particulars of loss and damage : itemise each item of loss and its cost, with a total.
Claim INTEREST
Claimant claims:
Signed and dated by solicitor
Signed statement of truth by claimant
Particulars of claim - Contract breach
Heading
Reference
Opening: outline facts, attach outline of agreement, specifics of what was said . Say what breach is
Particualrs of breach : itemise loss and costs
Claimants claim: damages under para X above…
Signed by solicitor and dated
Signed by statement of truth by claimant
Defence and counterclaim
Headings
DEFENCE, heading
State para numbers from POC, and each state which are denied, admitted, or not admitted, with details of expiry of nay relevant limitation period
Counterclaim: because of “above matters, D suffered loss and damage”
Defendnat claims damages as stated in para X, claims interest as stated in para X
Signed and dated by solicitor
Statement of truth by D
Reply and defence to counterclaim
Headings
Reply: admit/deny ,non admission to numbered para to defendants counterclaim
Give alternative to D outlining events
Defence to counterclaim: claimant repeats the para above: per para X, that while D admits as to the D damages, the claimant denies the reasons for such ETC>
Signed, statement
Part 18 request for further information
Heading
Opening: say when request is made, when response is expected. Use paras to make reference to POC. Set out which information needs clarification
Sign off - name of firm, address of firm
Witness statement
Details : party on behalf of statement. Name of witness.
Personal information: name, address, occupation, capacity making statement
Statement: divide into paras, each addressing one topic. First PERSON. NO expert evidence, on own knowledge
Statement of truth signed by WITNESS
Claim form
Heading with title of proceedings, court, full name
Details of court, solicitor fee, date of issue
Details of parties
Brief details of the nature of claim and remedy sought
Statement of VALUE
Defendants name and service address
Financial summary
Human rights issues raised
POC
Statement of truth
Pre-action directions questionnaire
Settlement, ADR tried
Court preference?
Pre-action protocols - if complied?
Case management information
Experts?
Witnesses?
Trial length?
Cost budget?
Other information that may assist the judge?
Directions: attempt to agree directions?
Expert report
Addressed to court
Qualifications and literature relied on
Facts and instructions relied on
Lay out general nature of case, facts
layout AGREED issues
Layout issues in DISPUTE, in a series of QUESTIONS
Raise questions of causation and remoteness
Layout propositions of law relied on
Layout evidence needed to deal with disputed evidence
Appealing bail
Case details
Alleged offence
Magistrates: court bail decision, brief details of magistrates court decision that you want changed and why they refused
Reasons for application
PROPOSED conditions of bail
Signed and dated by solicitor
Criminal defence statement
Case details
Plea
Nature of the defence (set out nature intend to rely on, indicate matters of fact you intend to take up)
If includes alibi, give name, address, DoB etc
Signed and dated by solicitor
Application to include hearsay evidence
What is the herrsay evidence
Facts on which you rely, and how you will prove them. - prove that the evidence is admissible
Reasons why hearsay is admissible- CJA
Include any facts that you rely on (if witness is in fear of testifying)
Sign a nd date
Application to exclude hearsay evidence
Facts in dispute
Reasons for objection - explain why evidence is not admissible by reference to the CJA
Factors for objections
Date and signed by solicitor
Application to exclude bad character evidence
Show that prior offences are spent
Does NOT show propensity (different offence, dishonesty offences, spent, more prejudicial than probative)
Signed and dated by solicitor
Appealing conviction
Introduce the parties and outcome of the tail
Summary of facts
Summary of grounds - grounds that will be that the conviction is unsafe.
Go onto each ground, and EXPLAIN why it makes the conviction unsafe
Conclude
Codicils
Title - Codicil
I am XXX, profession, address
This is my first codicil to my will dated xxx
I make the following amendments to my will, i replace clause X with the following:
I confirm the rest of my wll
Date
Execution ( testator, joint presence, 2 witnesses)
Affaddavit of due execution
Title : solicitor, address, DX, reference,
In the estate of xx
I, name, address, make oath and say as follows
Paras:
I am one of the two subscribing witnesses to the will of testator of (address). The other subscribing witness to the will is xxx. The will is dated xxx. The will is now produced to me and is marked MN1
The testator executed the will on xxx by signing his name as that name now appears on the will in teh presence of me and (witness 2), with both of us present at the same time. Ar the testator has signed the will, we each attested and signed the will in the presence of the testator
Ending:
Sworn by the above named dependent, signature at name of solicitors firm for oaths, this date, before name of signature.
Deed of variation
S 142
Title
This deed of variation is made (date)
Between:
Name of address of ORIGINAL beneficiary, and name and address of NEW
Supplement clause:
Supplemental to the will dated xxxx of testator , address, who died on xx.
Whereas, under clause x of the will the original beneficiary was given xxx
The original beneficiary wishes to vary to disposition effect by the will in relation to the legacy in the following manner.
Now this deed irrevocably witnesses as follows:
By way of variation of the disposition made by the will the original beneficiary declares that the will shall have effect as if the following clause appeared in place of clause X:
The provisions of inheritance Ac 1984, s 142(1) and of the taxation of chargeable gains act 1992 s 62 (6) shall apply
Execution: signed as a deed, in the presence of xxx
Will (basic)
This is the last will and testament of me, name, address, wich i made on xxx.
Revocation
Funeral wishes, body wshes
Appointment of executors
Gifts (non -residuary)
Burden of tax and charges?
Residuary
Survivorship clause “i give XX to my son if he survives by 28 days, but if not, to my sister”
Administrative provisions
Ultimate gift
Charging clause
Execution
Attestation clause
Written statement at police station
I have been arrested on suspicion of xxxxx at xxxtimex. It is alleged that i xxxxx.
Facts, chronologically.
Following arrest : what happened. Details are key
I did not commit this crime
Signed
Date
Standard disclosure N265
I have no control of the documents numbered and listed here. I do not object to you inspecting them or producing copies : LIST the documents that fall here
OR
I object to you inspecting these documents : LIST
OR
I have had the documents numbered and listed below, but they are no longer in my control : LIST
Shareholders agreement
This deed is dated [date]
Parties
Recitals
Interpretation (definitions)
Shareholders obligations
Transfer of shares
Issue of further shares
Restrictions of the parties
Directors
Termination
Status of this agreement
Confidentiality
Severence
Board minutes
Minutes of a meeting of the board…
PRESENT
Notice and quorum
Business of the meeting
Resignation?
Registration?
Sale?
Filing?
It was RESOLVED that:
CLOSE:
There was no further business and the chairperson declared the meeting closed
Client care letter
Heading (matter description)
Thank you for instructing me to deal with this matter, say what the letter is- explanation of the basis on which you are acting for them
Say they can contact you for reasonable adjustments contact details for yourself and supervisors.
Summarise facts of meeting/call
Explain agreed work and next steps : what will you do, what will cient do, include dates for next steps, emphasise that work will e cared out in a competent and timely manner
Confirm what is and what ISNT included
Break down costs:
Costs per hour, VAT, hours expected, date for REVIEW of costs.
Include details of disbursement costs
Identify any limit on costs
Action required from the client
Information on complaints procedure
Complaints procedure sentence
(right to complain, how they are made and to whom)
You have the right to make a formal complaint using the forms complaint procedure, if you are not satisfied with the service you have been provided with.
If the complaint has not bee resolved to your satisfaction within 8 weeks, you have a right to complain to the Legal Ombudsman, which you will receive more information if this occurs.
Commercial Contract Clauses
Interpretation : definitions, ALWAYS start
Termination: either party may terminate this agreement with immediate effect by giving written notice to the other party if … [ conditions ]
Force majure clause
Assignment: neither party shal assign, transfer, charges, delegate etc, any of its rights or obligations under its agreement wihtout prior consent
Entire agreement: this agreement constitutes the entire agreement between he parties. Each party acknowledges that it is entering into this and does not rely on any statement or representation.
Variation: no variation shall be effective unless written and signed by parties
Notices: any notice shall be deemed to be recieved…
Third party rights: unless stated, this agreement does NOT give rise to any rights under contracts (rights of third parties) act 1999
Governing law
Jurisdiction : each party irrevocably agrees that the courts of Eng and Wales sal have exclusive/non jurisdiction to settle….
Force Majure sentence for contracts
neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failures result from vents, circumstnaces or causes beyond its reasonable control
Payment clauses within a business contract
Subject to clause [ ] below, the buyer shall pay the price for the produce within [ ] days following the date of delivery, in accordance with the clause [ ].
The supplier shall issue to teh buyer a invoice within [ [ days of delivery
The buyer shall pay the price for the products delivered pursuant to clause [ ]
Security Document
Parties
Background
Agreed terms (interpretation and definitions)
Covenants to pay: the borrower shall, on demand, pay to the lender and discharge the secured liabilities when they become due
Grant of security
Liability of borrower
Representation and warranties
Powers of the lender (lender shall be entitled to remedy at any time, a breach by borrower, borrower irrevocably authorises the lender and its agents to do all things that are necessary for that purpose. The borrower shall reimburse the lender for any monies the lender expends in remedying a breach)
When securities become enforceable.
Enforcement of security
Authority to allot shares
Resolution: authority to allot and dis application of pre-emption rights
Definitions
Authority to allot :
In accordance with section 551 of the CA 2006, the directors be generally and unconditionally authorised to allot shares in the company up to an agregated minimal amount of £[ ]. Provided that this authority shal, unless renewed, varied or revoked, expire on [ ].
Unless renewed, varied or revoked, this authority shall expire on [no later than 5 years]
Dis application of pre-emptive rights
Subject to the passing of Resolution 1 (authority to allot), directors be generally empowered to allot equity securities pursuant to the authority conferred by Resolution1, in accordance with 570 CA 2006.
This power shall be limited t the allotment of equity up to [ ], and expires on [date] unless renewed.
Share Purchase Agreement
Parties and background
Interpretation
Conditions
Sale and purchase: on the terms of this agreement and subject to conditions, the seller shall sell and the buyer shal buy, with effect from Closing, the Sale Sahres, free from all encumbrances and together with all rights that attach, in particular, THE RIGHT TO RECEIVE ALL DIVIDEND..
The seller covenants with the buyer that:
It has the right to sell the sale shares
It shall do all it can to give the buyer the full legal title to the sahres
It sells the shares free from all encumbrances
The buyer is not obliged to complete the purchase of any of the sae shares unless the purchase of all is completely simultaneously.
Purchase price:
Total consideration of sale of sale shares is the sum of [ ], which shal be paid by the buyer to the seller in cash on the closing date in accordance with clause [ ].
All payments to be made ot seller shall be made in [CURRENCY] by electronic transfer…
Closing: closing shall take place on the date [ ], where.
Warranties : seller acknowledges that the buyer is entering into this agreement on the basis of warranties.
Which legal drafting may we have to draft from scratch?
Special conditions being added to a property contract
Undertaking
Lease Agreement
Licence to Assign
A will
A codicil
Afadavit of due execution
Deed of variation, s 142
S 27 notice by PRs
Exclude hearsay evidence
Written statement at police station
Letter before claim
POC for negligence
POC for contract
Defence and counterclaim, DR
Reply and defence to counterclaim
Request for further information
Witness satemetn, DR
Part 36 formal letter
Common clauses in business contract
Notice or general meeting /short notice
Board minutes and resolutions
Partnerhsip agreement
Allotting shares
Property Contract for exchange
headings
Title
Date
Seller and buyer
Freehold or leasehold
Title number
Specific incumbrances
Title guarantee
Completion date
Contract rate
Purchase price
Deposit
Contents price
BALANCE
Mandatory wording: seller will sell and the buyer will buy the property for the purchase price
Sign off, leave for exchange
Standard special conditions
Incorporation
Title guarantee
Contents
Vacant possession
Completion time
Representations
Occupiers consent
Sign off
Potential further special conditions
Appointment of second trustee
Arrange seller to buy/update restrictive covenant/defective title insurance
Disclosing a defect
Selling with limited or no title guarantee
Changing deposit amount
Changing how deposit is he;d - stakeholder or agent
Payment of VAT if SCPC
Inclusion of specific chattels
Removal of specific fixtures
Indemnity covenant
Changing rate of interest on later payment
Changing position regarding insurance
Official register copies
Heading: official copy of the register of title - title number, date
Property register - about the property. Describes land and if freehold/L. Lists RIGHTS benefitting the prperty
Proprietorship register - about the owners. List owners and how much they paid, identifies NOTICES and RESTRICTIONS on the sale, indemnity COVENANTS. Class of title
Charges register - all incumbrances. Positive covenants only if there is an indemnity covenant.
Undertaking
Title: Costs undertaking in respect of application for licence to alter leaes dated [ ] between [ ] and [ ]
We act for [ ] in connection with its application for consent from [ ] to alter the property demised b the lease dated [ ]
We undertake to pay your reasonable legal costs (subject to a cap of [ ] plus VAT), in connection with out clients application for a licence to alter the Prperty, whether or not the matter proceeds to completion and provided that your client does not unreasonably revoke or refuse to give such licence.
Yours faithfully, [ law firm ]
Licence to assign
HeadingL licence to assign, relating to [ ] , between [ ] and [ ] .
Parties
Interpretation clauses
Consent to assign: if consent was given, when, how long it lasts for, what happens if assignment has NOT occurred within window for consent, conditions for consent (AGA), ithout going into depth
Obligations reassignment : assignee not to occupy efore completion of assginment, notify landlord immediately after completion, within 2 weeks of ocmpletion, for assignee to notify landlord of completion…
AG:A: needed for consent to be given, date for commencement, duration, release.
Costs: assignor pay landlrods costs, idemnity basis, including VAT
Right of re-entry
Indemnity for breach of the licence
Notices
Liability
Contracts (right of third parties) act 1999
Guarantee and indemnity of the AGA,
Tenants liability of the AGA
Variations
Tenants to take new lease
Signed as a DEED
Severance of joint tenancy
Own document
Must be in writing, served on al other joint tenants, show an INTENTION to sever immediately, and be handelivered or posted to last known address or business.
S 27 notice by PRs
Protection against unknown creditors or beneficiaires
S27 TA
Say its a s 27 notice : notice is hereby given pursuant to section 27 of the Trustees Act 1925
Say hwo the notice relates to : capital letters for name and address
Date of death
Requirement to send claim : it is hereby required to send particulars in writing of their claim or interest to [solicitor]
Date to claim by : before [2 months after advertisement]
Consequences if no claim is made : after which, the PRs will distribute the estate having regards only to claims of which had notice and will not respect property so distributed be liable to any person of whose claim they shal not then have had notice.
Legal aid form
What charges?
Type of offence
Why do you want legal aid? 10 potential reasons
(Interest of justice test)
Appealing bail
Headings
Alleged offence
Decision on bail in MAGISTRATES - what, when was a second application made
Reason for application : why it should not be withheld, why conditions should be varied..
proposed conditions for bail
Sign off
Notice to include hearsay evidence
Headings
Grounds replied on
Details of hearsay
Facts that you need to prove to made evidence admissible
Why hearsay is admissible
Time extensions?
Sign off
Application to exclude evidence
Hearings
Case details
Why is applying and what evidence you are objecting to
Radeon’s for objecting
Time extensions?
Signed
Appeal to CROWN from MAGISTRATES
Headings
Appeal to crown court about… outline magistrates decision
Extension of time required?
Issues in teh case ; matters of fact, law and disputed elements
Case management in crown court
Ending : i want my applicaiton to be considered by the magistrates court.
Signed
Written statement at police station
Heading: written statement of [ ]
Content: facts that will constitute a defence. Any specific questions that police are likely to ask.
Ending : signed and dated by client
What is at the end of the majority of DR documents?
Signed and dated by solicitors
Statement of truth by client
Details of solicitors
Part 36 offer, form N242
Headings : title, notice of offer to settle part 36
Nature of letter - who is making it, when it will be open until, which part of the claim it relates to
What is the offer
Does the offer account for any counterclaim?
Is the claim for provisional damages
Defendant: if made withotu regard to liability, or includes liability
Signed
Par 36 letter
Headings
Without prejudice save as to costs
Opening and title
Brief details of the stage of trial and expected costs.
What is the offer to settle
State offer is part 36, and carries conseuences
Time for acceptance and effect of acceptable
Consequences of rejection
Sign off
Partnership agreement, additional elements that must be included
Defined start date
Duration
Work input
Alternate agreements of income, capital loss etc
Drawings
Holiday/sickness/maternity
Restraint of trade clause
Means of dealing with disputes
Initial and future inputs of each
How decisions will be made
Which parties own what assets
Dissolution
Shareholder agreement
Interetations
Business
Company obligations
Shareholder obligations
Dividend policy
Issues of further sahres?
Restrictions on the parties
Basis of Plea
IN THE MAGISTRATES COURT AT
R V MATTHEW MILLER BASIS OF PLEA
Denies anything
Accepts anything
Whole point of a basis of plea - when there is conflicting factual stories. You have to persuade that your story is correct. If not, then it will go to a Newton hearing at court.
What do you write in a deed of variation, to write the will back?
the provisions of the inheritance act 1984, s 142(1) and of taxation of chargeable gains act 1992, s 62(6) shall apply to this variation.
Attestation clause phrase
I, [NAME], of [address], do solemnly and sincerely declare that:
I am one of [] subscribing witnesses to te will of [name and address of deceaesd]. Te other subscribing witness is [name and addres]. The will is dated [date]. The will is priced to me and marked [exibit XXX]
the testator executed the wll on [date] by signing their will in the presence of me and [other], with both of us present at the same time. After the testator signed the will, we each attested and signed the will in the presence of the testator.
S 27 Notice
Notice is hereby given pursuant to seciton 27 of the trsutee Act 1925
any person having a claim against or an interest in the estate of [name of deceased] is hereby required to send particualrs in writing of his claim or interest to [address of solicitor], before [date not less than 2 months], after which the personal representiaves will distribute the estate having regard only to claims of which they have had notice and will not as respondents property so distributed be liable to any person of whose claim they shall not then have had notice
What is the phrase for the letter before claim about pre-action protocols?
This letter is being sent to you in accordance with the practice direction on pre action conduct protocols, contained in the civil procedure rules. We refer to paragraphs 13 to 16 concerning the courts power eto imposed sanctions for failing to comply with its provisions.
What is the phrase for letter before claim about court proceedings?
we have been instructed that should you fail to acknowledge receipt of this letter or provude a full response within 14 days/3 months, we are to commence court proceedings with associated claim for interest and costs.
Part 36 phrases
Our clients are confident that should this matter proceed to trial, they will be successful in establishing liability and recoving …. in a final attempt to settle the matter we have our clients instructions to make your client an offer of settlement. For the purpose of CPR, rle 36.5(1)(b), we confirm that it is our intention that this offer is made pursuant to Part 36 and hsould have the consequences set out in it.
In accordance with CPR, Rule 36.5(1)(c), the relevant period is 21 days from the date of service. as we are sending this letter to you by first class, we calculate that the offer will be deemed to be served on [date].
This is a generous offer…
please acknowledge receipt of this letter. we look forward to hearing from you
What is the phrase for special condition for additional trustee?
appointment of second trustee : the seller will appoint another person to act as trustee in the sale of the property and the procedure that such person acts in the transfer.
What is the phrase for special condition of arranging the seller to update restrictive covenants?
Arranging for seller to buy/update restrictive covenant: prior to completion, the seller will at their own expense, arrange a [] for an insured sum of at least [current value] in respect of the covenants referred to in Entry no [].
What is the phrase for the special condition on disclosing a defect?
Disclosing a defect: the property is sold subject to the covenants in a conveyance dated [], referred to in entry no [. The buyer accepts that neither the original conveyance nor actioned copy nor an examined extract thereof can be produced and shal raise no objection or requisition in respect of.
What is the phrase for a special condition for removal of sepcific fixtures/
Removal of specific fixtures: the [] that is [] s excluded from the sale. The seller may at any time prior to completion remove it form the property and shall be required ot make good any damage caused.
What is phrase for beginning of Letter before claim
We act for {full name} in relation to {contract, tort}
Our instructions are to recover debt/damages, following the [incident/breach] which occurred on [date]
What is the phrase for liability/responsibility for letter before claim?
We have advised our client that your actions on [date] were in [breach of /negligent], and that they are entitled to be compensated by you.
What is the phrase in a letter before claim about pre-action conduct?
This letter is being sent to you in accordance witht eh practice direction on pre-action conduct and protocols contained within civil procedure rules. In particular we refer to para 13 to 16 concerning the courts powers to impose sanctions for failing to comply with its provisions.
What is the first thing to include in particulars of claim?
At all material times, the claimant was … and the defendant was …
By written/oral contract on…
What are the sections in POC?
Main text
Particulars of breach
Particulars of damage and loss
Claimant claims
Statement of truth
What is the statement of truth
I believe that the facts stated in these POC are true. In 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.
What are the sections for defence?
Defence, admit and deny
Particulars of breach of statutory duty (respond to each of the elements and the particulars of breach
Counterclaim
And the defendnat counterclaims:
What is the structure of a reply to a counterclaim?
Rely.
Defence to counterclaim (repeats para 1, 2 and 3.
What is the title for part 36
Part 3 offer - withotu prejudice save as to costs
What to include in a party 36 offer
What stage the parties are at
Do not intend to rehearse int his letter all the arguments to be advanced at trail based on that evidence
We draw your attention to the following
If you lose, you will have to pay our clients costs.
Identify what other side is likely to recover
What offer is to settle , say it is part 36
Consequences of rejection
