Appendix 3
Answer key
Chapter 1
Exercise 2
1. Each shareholder’s liability is limited to the amount, if any, unpaid on the shares
held by him/her
2. £50,000
3. Form 10; Form 12; Memorandum of Association; Articles of Association
4. The Memorandum and Articles of Association
5. No– a sole director cannot also be the company secretary
6. Certificate of Incorporation
Exercise 3
Memorandum of Association
(1) Maplink Limited
(2) Maplink Limited
(3) limited
(4) £250,000
(5) DIMITRIS YAVAPRAPAS, THE MANOR, 2 QUEEN ELIZABETH STREET,
LONDON, SE1 5NP
(6) GISELA WIRTH, 15 ROBIN HOOD WAY, MANSFIELD, NOTTINGHAM, NG2
7CX
(7) TWENTY-FIVE THOUSAND
(8) TWO HUNDRED AND FIFTY THOUSAND
Form 10
Appendix 3  Answer key
166
Appendix 3  Answer key
167
Appendix 3  Answer key
168
Appendix 3  Answer key
169
Form 12
(1) Maplink Limited
(2) Stringwood & Evans, 18 Bond Street, London, W1 1KR; Tel – 020 7538 2892 –DX
Number 12432 – DX Exchange London 1
Exercise 4
1. appeal against
2. went against
3. decide against
4. enter into
5. negotiate with
6. act for
1. (c) resolved 4. (c) presented 7. (d) resolutions
2. (b) appointed 5. (b) convened 8. (a) declared
3. (d) registered 6. (b) provided
Chapter 2
Exercise 1
Chapter 3
Exercise 2
(1) Notice (3) passing (5) special
(2) for the purpose of (4) resolutions (6) appointed
Exercise 2
1. Conducting (or holding) a meeting
2. Over 50% of the votes cast
3. This means that each person present at the meeting has one vote, votes being
counted on a ‘show of hands’
4. To avoid the need for directors to travel to attend a meeting in a particular place
(which may be particularly inconvenient for instance if some directors are based
abroad)
5. For any reason connected with the management of the company. E.g. to consider
appointing further directors or to change the name of the company
6. The minimum number required to be present in order for decisions taken at the
meeting to be valid
Continued
Appendix 3  Answer key
170
Exercise 3
(1) noted (5) director (9) show
(2) declared (6) chairman (10) closed
(3) proposed (7) unanimously
(4) ordinary (8) special
(7) Travelgraph (9) vote
(8) convene (10) member
Exercise 4
1. The vote being 100% for or against the resolution
2. Member of a company
3. A situation whereby the number of votes for and against a resolution are exactly
the same
4. An additional vote, usually provided to the chairman in the event that there is a
deadlock of votes (as referred to in question 3 above). The casting vote is then
used to break such a deadlock (but cannot be used to create a deadlock)
5. To arrange / provide notice of a meeting
6. No. (However it is permissible for a company to stipulate in its articles that, in
order to qualify to become a director, an individual must own a specified minimum
shareholding)
7. 14 days
8. 21 days – because a special resolution (to change the name of the company) is being
proposed at the meeting and a special resolution requires 21 days’ notice.
(Note however that this notice requirement can be avoided provided at least 95%
of the shareholders agree to shorter notice)
9. Any member entitled to vote at the meeting may appoint someone else (who
need not be a shareholder) to go along to the meeting and vote on their behalf.
The notice calling an extraordinary general meeting (EGM) must make clear that
each member has the right to appoint a proxy. (Note that there is a growing trend
for notices of company meetings to be provided to members electronically)
Exercise 5
(1) in (4) regarding (7) to
(2) of (5) by (8) From
(3) with (6) from
Appendix 3  Answer key
171
Exercise 6
Form 288a
(1) 04041969
(2) Kadir
(3) Salleh
(4) 4 Kensington Palace Gardens
(5) London
(6) W2 4AJ
(7) United Kingdom
Form NC 19
(1) Maplink Limited
(2) Extraordinary General (delete Annual General / General)
(3) 44 Princess Diana Walk, South Kensington, London, W2 3SL
(4) 15th day of May 2006
(5) Travelgraph Limited
Chapter 4
Exercise 1
1. 10 July 2006 (clause 2.1)
2. three years (clause 2.1)
3. to promote and develop business (clause 3.1.1)
4. £75,000 per annum (clause 4.1)
5. company vehicle (clause 5) and pension scheme (clause 6)
6. yes – there is a restraint of trade clause preventing Kadir Salleh from competing
for 12 months (clause 9)
7. English law (clause 10)
8. He does not hold any shares in the company despite being a director. A Bushell v
Faith clause would not therefore be of any assistance to him
1. service agreement
2. terms and conditions
3. definitions
4. employment
5. remuneration
6. entitlement
7. confidentiality
8. intellectual property
9. restraint of trade
10. jurisdiction
Exercise 2
Appendix 3  Answer key
172
Exercise 3
(1) Section 303 (10) ordinary (19) remove
(2) shareholders (11) vote (20) ordinary
(3) director (12) representations (21) compensation
(4) resolution (13) shareholders (22) breach of contract
(5) majority (14) voted (23) notice
(6) shares (15) notice (24) removal
(7) resolution (16) meeting (25) negotiating
(8) shareholding (17) agreement (26) settlement / agreement
(9) pass (18) fixed-term
Exercise 4
1. shareholders 3. representations 5. ordinary resolution
2. shareholding 4. shareholders’ meeting 6. fixed-term contract
Exercise 5
1. another agreement
2. can protect a company’s trade secrets
3. English law
4. a breach of contract claim
5. per s. 303 Companies Act 1985
Chapter 5
Exercise 1
Task 1
1. false 2. true 3. true 4. false
Task 2
1. Many ‘high street’ brands – e.g. McDonald’s and Kentucky Fried Chicken (KFC)
2. commission
3. From the ‘mark-up’ between the price paid to the supplier and the sales price to
the distributor’s ultimate customer
4. Sharing of risk / cost / knowledge / skills etc.
Appendix 3  Answer key
173
Exercise 2
(1) hereby (4) furthermore (7) In addition
(2) further (5) hereby (8) during
(3) Moreover (6) henceforth (9) within
Exercise 3
Task 1
This agreement shall continue in force / for a period of two years save and except
that it may / be terminated by either party providing to the other / three calendar
months notice in writing.
Task 2
In the event that / the Agent fails to achieve a minimum total sales amount of /
£750,000 within / twelve months of the commencement of this Agreement / the
Principal shall be entitled / to terminate this Agreement / by notifying the Agent in
writing accordingly.
Exercise 4
(a) Suggested draft:
The Principal further agrees to pay a bonus to the Agent amounting to 1% of total
net sales in the event that: the agent achieves sales exceeding £1,250,000 within the
first year from commencement of this Agreement.
(b)
At the end of clause 4 entitled ‘REMUNERATION’, possibly adding a further
paragraph marked ‘4.2’.
Chapter 6
Exercise 2
(1) Travelgraph Limited (4) Solicitor (7) sent to prison
(2) Kadir Salleh (5) set aside this order (8) Respondent
(3) prohibits you from doing (6) Contempt of Court (9) Worldlink Limited
(delete ‘obliges you to do’)
Continued
Appendix 3  Answer key
174
Exercise 3
1. A situation whereby the law is unclear or has not been drafted with sufficient
precision. Such a ‘legal loophole’ can result in the law being interpreted in a way
which results in possible evasion of the purpose or protection which the law was
intended to provide.
2. This means that the court order or legal document has been drafted to cover
every possible eventuality and to prevent the purpose of the order or document
being defeated (such as by a ‘legal loophole’ as described above).
3. Jargon means professional or technical terminology used by professionals in that
particular field. Legal jargon therefore refers to professional expressions commonly
used by lawyers.
4. A member of the public who is not a member of a particular profession.
5. This means failing to comply with some important requirement or condition
which has been imposed by a court. In practice this usually relates to being in
breach of the terms of a court order.
6. A legally enforceable term (usually contained in a person’s contract of employment
or service contract) which prevents a person working for a competitor or
competing with a former employer for a specified period of time.
7. This means that assets belonging to the Respondent can be physically taken from
the Respondent by order of the Court in the event that the Respondent does not
comply with the injunction order. (Including for instance in this case any computer
disks or files etc. belonging to Travelgraph Limited.)
(10) Worldlink Limited (13) to the Court (16) Name– Stringwood &
Evans ; Address – 18 Bond
Street, London, W1 1KR ;
Tel No – 020 7538 2892
(11) confidential information (14) Order
relating to Travelgraph
(12) Respondent shall pay (15) Applicant’s
the Applicant
Exercise 4
1. may 2. must 3. may 4. must / should
Exercise 5
1. left 2. joined 3. has worked 4. received / consulted
Appendix 3  Answer key
175
Chapter 7
Exercise 1
1. Examples of types of contract include: employment; sale of goods; hire of goods;
supply of services; agency; lease
2. Civil law
3. The specific details of what has been agreed between the parties (typically including
price, delivery time, quantity of goods purchased and payment details etc.)
4. Implied and express
5. Law established through court decisions (see Appendix 1 for more details)
6. An Act of Parliament (see Appendix 1 for more details)
7. The Claimant
8. There is an implied term in law that goods sold in the course of a business must
be of satisfactory quality. I.e. that the goods are of a standard which a reasonable
person would regard as satisfactory. (Taking account for instance of matters such
as how the goods were described, their price and fitness for all purposes for
which goods of that type are commonly used)
Exercise 2
1. act on behalf of 4. express term 7. satisfactory proposals
2. contract 5. breach of contract 8. legal proceedings
3. our instructions 6. proposals to compensate
Exercise 3
Old-Fashioned Language Equivalent Modern Language
aforesaid stated previously
aver / plead contend / allege
in camera in private
in open court in public
save that / save insofar except that
Plaintiff claimant
pleading statement of case
prescribed by provided by / indicated by
undernoted noted below
writ claim form
Appendix 3  Answer key
176
Exercise 4
(1) damages (3) Claimant (5) recover
(2) contract (4) claims (6) Matrix Printers Limited
Exercise 5
The correct words or phrases (i.e. those which should not have been deleted) are as
follows
(1) Claimant (7) 100 (13) 50
(2) Defendant (8) implied term (14) loss and damage
(3) written contract (9) Contract (15) £200,000
(4) 1 August 2007 (10) Claimant (16) pursuant to
(5) £45,000 (11) In breach of (17) Claimant
(6) express term (12) aforesaid (18) Damages
Exercise 6
1. which / that 2. that / which 3. whom 4. who
Chapter 8
Exercise 1
1. False – (sentence 1 confirms that the writer will act for Nicholas Tiessen)
2. False – (the writer is a solicitor within the Litigation Department – paragraph 1)
3. True – (explained in paragraph 3)
4. False – (see 1st sentence in paragraph 4)
5. True – (see 2nd sentence in paragraph 4)
6. False – (see 5th paragraph)
Exercise 2
Task 1
Compound Simple Form
in the event that if
at a later date later
as a consequence of because
Appendix 3  Answer key
177
Task 2
Suggested answer:
American courts award higher damages in personal injury cases then English
courts.
(Please note that the sentence can be re-written in alternative ways which may be equally
suitable)
Exercise 3
1. Negligent driving caused the accident.
2. A consultant orthopaedic surgeon diagnosed a whiplash injury.
3. A physiotherapist is treating the Claimant.
4. A local garage will assess the extent of damage to the car.
Exercise 4
1. am having 2. was driving 3. works 4. landed
Exercise 5
Task A
1. Matthew Gluck (1st Defendant) and Londinium Delivery Company Limited
(2nd Defendant)
2. Honda
3. 21 September 2007
4. At the junction between Oxford Street and Regent Street
5. Chelsea & Westminster Hospital
6. Computer programmer
7. £4,000
8. £12,000
9. Since the 1st Defendant (Matthew Gluck) was acting in the course of his employment
with Londinium Delivery Company Limited when the accident
occurred
10. Possible answers include: professional negligence; clinical negligence; an accident
in the workplace; a train accident; an aircraft accident etc.
until such time as until
similar to like
at that particular time then
prior to before
in close proximity to near
Appendix 3  Answer key
178
Exercise 6
car accident admissible evidence client’s file
legal privilege undisputed facts independent witness
Exercise 7
take a statement settle out of court serve particulars of claim
settle the case negotiate settlement award damages
admit liability
Exercise 8
(1) car accident (3) independent witness (5) settlement proposals
(2) take a statement (4) award damages (6) negotiate settlement
Chapter 9
Exercise 2
Task 2
Examples include:
GOOD FACTS BAD FACTS
Defendant does not have good eyesight Defendant alleges traffic lights were green in
his favour
Defendant has been convicted of careless Defendant alleges Claimant was driving too
driving fast
(this will assist in establishing liability
against him in the civil case)
Defendant drove into the side of the Defendant alleges Claimant went through a
Claimant’s vehicle, which appears red traffic light
to support the Claimant’s version
of events
Task 3
(1) am (3) was driving (5) was coming
(2) witnessed (4) was (6) heading
Appendix 3  Answer key
179
Continued
Chapter 10
Exercise 1
1. Section 94 of the Employment Rights Act 1996 provides / the legal right not to be
unfairly dismissed.
2. An employee normally requires one year’s service / to be eligible to claim unfair
dismissal.
3. An unfair dismissal claim must be issued / within three months.
4. An unfair dismissal claim is heard at / an Employment Tribunal.
5. An employer should permit an employee to / state his case when considering
dismissal.
6. An employer suspecting misconduct should / investigate the circumstances.
Exercise 2
1. 16 March 2003 and 26 April 2007
2. Legal cashier
3. Theft of client monies
4. Yes – conduct
5. The fact that he’d turned up for work driving a new Ferrari
6. Having recently won the National Lottery
7. A letter from the organisers of the National Lottery confirming his win
8. Bannerman and Law:
failed to conduct a proper investigation prior to dismissing Charles
did not give Charles an opportunity to provide an explanation
did not hold a disciplinary hearing
dismissed Charles in public
Overall there was no valid or acceptable reason for the dismissal, which was also
procedurally unfair
Exercise 3
(1) began (3) working (5) told
(2) was employed (4) having (6) given
(7) was driving (12) proceeded (17) was holding
(8) was travelling (13) began (18) appeared
(9) approached (14) caught (19) came
(10) could (15) was heading (20) braked
(11) were showing (16) could
Appendix 3  Answer key
180
Exercise 4
Suggested draft for Section 7 of the Notice of Appearance (Form IT3):
1. The Respondent is a city firm of solicitors with its head-office in London and four
overseas offices. The firm has 40 partners and approximately 22 associate solicitors.
The Respondent specialises in international corporate and commercial work.
2. On 26 April 2007 the Respondent’s Managing Partner, Henry Moore, became
aware that £2 million had been misappropriated from the firm’s client account. It
was essential that the source of this theft be ascertained without delay in order to
safeguard the firm’s reputation.
3. The Respondent denies that the Applicant was unfairly dismissed as alleged. The
aforesaid Henry Moore made a valid managerial decision to dismiss the Applicant
based on reasonable suspicion of gross misconduct. It was reasonable for
Henry Moore to come to the conclusion that the Applicant had stolen the missing
£2 million. The Applicant was ostentatiously displaying wealth, having arrived
at work on 26 April 2007 in a new Ferrari motor car. He did not explain to the Respondent
that he had won the National Lottery. The Applicant was therefore responsible
for his dismissal as a result of his own actions.
4. Convening a disciplinary hearing would have been fruitless in the particular circumstances.
The Applicant was therefore summarily dismissed on 26 April 2007.
The Respondent had reasonable grounds to believe that the Applicant was guilty
of gross misconduct. The Respondent was accordingly entitled to dismiss the Applicant,
the dismissal being fair and reasonable in all the circumstances.
(7) arrived (11) told (15) dismissed
(8) driving (12) arrived (16) contend
(9) entering (13) informed (17) denied
(10) shouting (14) explained (18) to provide
Exercise 5
1. call for the witness 3. take down a statement
2. draw up a court order 4. sue for damages
Exercise 6
1. strongly suggest 5. extremely fruitful 9. deliberately mislead
2. extremely generous 6. substantially increase 10. refrain from
3. solemnly declare 7. severely injured 11. dismissed without notice
4. successfully defended 8. totally objective 12. settle out of court
Appendix 3  Answer key
181
Exercise 8
(c) aggressive form (‘A’)
(d) diplomatic form (‘D’)
(e) aggressive form (‘A’)
(f) diplomatic form (‘D’)
Exercise 11
(Large and small markings above each group of words represent the main and lesser stress
patterns, respectively.)
de-ci-sion mis-con-duct de-clare
pro-ced-ure ad-mis-sion con-si-dered
re-pre-sen-ta-tive tri-bu-nal hear-ing
al-le-ga-tion con-duct e-vi-dence
mis-a-pro-pri-a-tion in-for-ma-tion wrong-do-ing
dis-mis-sal in-ves-ti-ga-tion Re-spon-dent
fair-ness em-ploy-er
Exercise 12
Suggested answers:
Task 1
1. Henry Moore said that he had got the Ferrari driving swindler.
2. Scoville was told that he was being dismissed immediately.
3. He read the article in the local newspaper about the firm winning a case.
4. Charles Scoville said that he had been dismissed from his job recently.
5. The solicitor said that she would try to negotiate a settlement for him.
Task 2
1. ‘How do you account for the Ferrari in the car-park?’
2. ‘You are being dismissed so return the office keys immediately.’
Exercise 7
(1) applicant (5) dismissal (9) mitigate
(2) Employment Tribunal (6) disciplinary hearing (10) award
(3) instructions (7) misconduct (11) damages
(4) unfairly dismissed (8) prospects of success (12) settlement
– . – – . – – .
– . – – . – – . –
– – . – – – . – . –
– –. – . – .– –
– – – – . – – – . – – . –
– . – – – – . – – . –
. – – . –
Appendix 3  Answer key
182
Law bulletin
Text 1 – ‘Which route – solicitor or barrister?’
Exercise 1
1. A barrister usually provides representation in court (i.e. is a court advocate). A
solicitor is usually the first point of contact for a client and prepares the client’s
case, briefing a barrister to actually appear in court on behalf of the client
2. One year
3. Two years
4. Solicitors, since they usually take initial instructions from the client and brief a barrister
for specific tasks, particularly to provide advocacy in court on behalf of a client
5. There are various specialist areas including: corporate work; personal injury;
mergers and acquisitions; residential and commercial property; employment law;
criminal law; company and commercial law
6. Factors such as the areas of work which the barrister’s chambers specializes in
and the type of work the barrister is instructed to undertake in the first few years
of practice
7. Chambers
8. Over to you on this one!
Exercise 2
1. litigation/advocacy
2. barristers
3. billing targets
4. bar vocational
5. legal practice
6. briefed/instructed
Text 2 – ‘Having cross words in the courtroom’
Exercise 3
witness statement cross examination High Court
open question jury trial examination in chief
Exercise 4
1. closing submissions 3. witnesses’ evidence 5. advocacy
2. propositions 4. supports your case 6. cross-examiners
3. ‘You have a meritorious claim for unfair dismissal Mr Scoville.’
4. ‘Bannerman and Law have treated Mr Scoville reprehensibly and I have no hesitation
in declaring that Mr Scoville has been unfairly dismissed.’
5. ‘I am pleased with the Tribunal’s award of £18,000.’
Appendix 3  Answer key
183
Text 3 – ‘Asian tigers prepare to spring’
Exercise 5
1. finance and corporate
2. Japan
3. China
4. Places such as Myanmar / Laos / Cambodia
5. Foreign direct investment
6. form full partnerships with local lawyers or employ local lawyers
Exercise 6
1. fly-in, fly-out basis 3. strategy review 5. downsized
2. booming 4. withdraw 6. on the cards
Exercise 7
1. has developed 3. opened 5. showing
2. met 4. closed 6. providing
Exercise 8
Task 1
weather the storm / survive a difficult situation
on the cards / likely to happen
hit rock bottom / to be at the lowest point
downsized / reduced
hard market to crack / difficult market to enter
ear to the ground / monitor events
flavour of the month / currently popular
Task 2
1. on the grapevine 3. Scot free 5. bury the hatchet
2. raining cats and dogs 4. eager beaver 6. red tape
Appendix 3  Answer key
184
Exercise 9
Task 1
1. highest 2. least 3. most 4. fastest
Text 4–‘Shopping around’
Task 2
1. bigger 2. more 3. more 4. stronger
Exercise 10
1. shopping around 3. to take 5. start
2. dealing 4. bringing 6. suing
Exercise 11
1. Furthermore 3. therefore 5. On the other hand
2. To begin with / firstly 4. as a result 6. however
185
Index
Acknowledgement of Service 157
acquittal 157
active voice 53–4, 79, 154
Acts of Parliament see statutes
addressing the court 96
adverbs 15, 55
advising 50–2
Advisory, Conciliation and Arbitration Service (ACAS)
Code of Practice on Disciplinary Procedure 123
advocacy 90–101, 132, 133, 135, 158
agency agreement 45, 48–9, 52
agreements, drafting of 47
All England Law Reports (All ER) 153, 154
annual accounts 6, 15
annual general meeting (AGM) 22, 161
appeal hearing 123
apostrophe 20, 54
articles (of company) see Articles of Association
Articles of Association 6, 14, 22, 32, 43
articles of incorporation 6
audio-visual conferencing 16
bankruptcy 152
barristers 93–4, 116, 131–3, 158, 159, 161, 163
‘billing targets’ 132
binding precedent 151
boardroom disputes 32–43
board meetings 6, 16–19, 21
characteristics of 16–17
‘body language’ see non-verbal communication
Boys and Girls Society v MacDonald 123
breach of contract 33, 43, 66–7, 73, 74, 75, 152,
159, 161
remedies for 75
breach of duty 76, 85, 164
brief to counsel 94–5, 96–7, 158
British Home Stores v Burchell 1980 ICR 103, 123
Bushell v Faith clause 32, 43
bylaws 6
case analysis 92
case-law 150, 154, 159
case-plan 119
casting vote 22
causation 74, 76, 85
Certificate of Incorporation 6, 27, 159
citation 154
civil courts 152, 159, 161
civil law 151, 152
Civil Procedure Rules 69
claim form 69, 71, 158, 159, 161, 163, 164
clauses 49, 50
collocations 83–4, 85, 136
list of 87–9
colon 54
combining nouns 19–20
commas 54
commercial law 151
Commission, the (EU) 150
Companies Acts 5, 32, 43
Companies House 6
company
chairman 22
change of name 23, 24, 25, 27, 30
characteristics of 5, 14–15
constitution 30
formation of 5–15
law 5, 22, 151
limited 5, 14–15
officers 6
pension scheme 34
private 5
public 5
secretary 6, 75
vehicle 34
comparatives 142
compensation 66, 67, 76, 85, 86, 126, 151, 158, 160,
161, 163, 164
compound nouns 20
conditional sentences 43–4
confidentiality 34, 52, 61
clause 42
conjunctions 44
consideration 74
contingency fees 143, 148, 159
contract law 66, 67, 74–5, 151
contracts 66, 67, 74, 158, 159
contributory negligence 86, 159
convening meetings 30
copyright cases 152, 161
counsel see barristers
court of appeal 152
court system, the 152–3
criminal courts 152–3, 162
Index
186
criminal law 151
cross-examination 91, 101, 120, 143, 160
techniques 134–6
damage 74, 80, 85
damages 33, 43, 78, 81, 85–6, 97, 103, 143, 151, 159,
160, 161, 163
aggravated 158
exemplary 160
general 85, 161
in tort 85–6
liquidated 162
mitigation of 162
special 86, 163
unliquidated 164
deadlock 22
decisions 150
defamation 85, 144
disbursements 160
discourse markers see sentence connectors
directives 150
direct speech 125, 127
directors 6, 14, 16, 17, 19, 22, 30, 32, 75, 160
appointment of 23, 24, 25, 27
removal of 32–3, 36–7, 38, 43
directors’ meetings 16, 21
disciplinary hearing 103, 108, 123, 126
discrimination 116, 126
dismissal, acceptable reasons for 125
distribution agreement 46, 53
dividend 15
divorce 145, 152
duty of care 76, 85, 162
electronic sources 153
employer’s liability 85
Employment Appeal Tribunal (EAT) 126
employment law 102–6, 151
Employment Rights Act (ERA) 1996 102, 103, 123, 125
Employment Tribunal (ET) 102, 103, 104–5, 108, 114,
116–24, 126, 152, 158, 159, 163
decision 122–4
hearing 119–21
English law 150–3
European Community law competition rules 46, 53
European Communities Act 1972 149
European Court of Justice (ECJ) 150, 152
European Union 149
European Union law 149, 151
evidence in chief 134, 160
examination in chief 90–1, 101, 120, 160
expert evidence 97
expert witness 135, 160
extraordinary general meeting (EGM) 22, 23, 30, 161
Form 10 6, 7, 14
Form 12 6, 7, 14
forum non conveniens 143
forum shopping 43–5
franchise agreement 46, 53
full stops 54
gerunds 146
grounds for dismissal 102
Halsbury’s Statutes 153
Hansard 150
headnotes 154
Health and Safety at Work Act 1974 85
Her Majesty’s Stationery Office (HMSO) 153
High Court 152, 154, 161
House of Lords 152, 153, 154
Human Rights Act 1998 151, 154
hyphenated nouns 19–20
Iceland Frozen Foods v Jones 1983 ICR 124
idioms 141–2
incorporated companies 5, 6
information gathering 50
injunction orders, drafting of 59–60, 61–3
injunctions 59–64, 66, 151, 161
inseparable particles 15
intellectual property 144, 161
inter-personal skills 96
Interpretation Act 1978 150
interpreting legislation 150–1
interviewing 50–2
joint venture agreement 46, 53
land law 151–2
law analysis 154–5
law of tort 76, 151, 152 see also torts
Law Reform (Contributory Negligence)
Act 1945 86
law reports 153, 154
leading questions 91, 101, 135, 162
legal executives 131
legal privilege 162
legal proceedings 69, 162, 163
legislation 149–51, 164
literal interpretation of 150, 151
letter of advice 36–7
letter of claim 68, 69, 162
limitation period 162
limited liability 5
limited liability companies, characteristics
of 14–15
litigation 90, 92, 131, 132, 143, 144–5, 162
loss 74, 80, 86, 103, 126, 163
marketing agreements 45–53
members’ meetings see also shareholders’ meetings
Memorandum of Association 6, 7, 14
Index
187
minutes 17–18, 23, 30, 162
preparing 24–5
misrepresentation 85
mitigation 86, 162
modes of address (in court) 96, 101
mortgage cases 152
multi-national companies 16
negligence 76, 80, 85, 97, 162, 164
negotiation 38–42, 43, 114, 163, 164
styles of 116
negotiation feedback form 40, 42
non-leading questions 91, 101
non-verbal communication (NVC) 96
Notice of Appearance 108, 119
notice of meeting 22, 23–4
Opinions 150
Particulars of Claim 69, 72, 74, 75, 79, 80–1, 86
particulars of injury 81
passive voice 53–4, 79, 86, 154
past continuous tense 86–7
past perfect 64, 65, 126
past simple 64, 65, 87, 126
personal injury claims 143, 144, 152
personal liability 14
plain English 60, 69–70, 153, 154
plural nouns 20
poll 22, 162
possessive forms 20
post-meeting documentation 27, 30
post-meeting requirements 26–7
precedents 72, 151, 159, 163
pre-nuptial agreement 145
prepositions 26–7, 30–1
US usage of 31
present continuous tense 86
present perfect 65
private limited company 14
privity of contract 45, 52
pronouns 126
prosecution 151
proxy 24, 163
public limited company 14
punctuation 54
question forms 101
question mark 54
quorum 6, 18, 25, 30, 163
quotations 54
quotation marks 127
ratio decidendi 154
Recommendations 150
Registrar of Companies 6, 15, 27, 159, 163
regulations 149, 159, 161, 164
relative clauses 75
relative pronouns 31, 73, 75
reported speech 124–5, 126–7
research sheet 156
resolutions 16, 19, 22, 30, 163
elective 22
extraordinary 22
ordinary 22, 24, 30, 32, 43
special 22, 24, 30
written 22
restraint of trade 35, 61
restrictive covenants 60
right of appeal 103, 108, 126
rights of audience 116, 132, 163
Sale of Goods Act 1979 66, 97
semi-colon 54
sentence connectors (discourse markers) 146–7
separable particles 15
service agreement 33, 34–5, 61
service contract 30, 43
settlement 40, 43, 163, 164
settling out of court 114
share capital 14, 15, 30
shareholders 5, 6, 14, 15, 21, 22, 30, 32, 163
shareholders’ meetings 16, 21–30, 32, 43, 163
share values 15
shares 5, 6, 14, 15
show of hands 16, 22, 163
simple majority 16, 19, 22, 43
solicitors 93–4, 116, 131–3, 158, 159, 161, 163
standard of proof 163–4
statements of case 69, 72, 92, 158, 161, 162, 164
statement of truth 75
statutes 150, 151, 153, 154, 159, 164
statutory duties 85
stock phrases 69–70
subpoena 164
superlatives 142
Supreme Court 150
Supreme Court Act 1981 73
surrogacy laws 145
terms of agreement
express 66, 74
implied 66, 74, 97
terms of engagement 34
terms of settlement 114
third person, the 154
torts 76, 85, 163 see also law of tort
treaties 149
tribunals 152, 158, 159 see also Employment Tribunal
unanimous agreement 26, 116, 122, 124
unfair dismissal 102–12, 116, 122–4, 125–6
United Kingdom law, sources of 149–53
US competition law 46
verbatim, meaning of 127
verb, auxiliary 101
verbs
infinitives 146
modal 64, 65, 79, 86, 127
multi-word 14, 15
phrasal 113
tenses 64, 65, 79, 86, 126, 141
vicarious liability 76, 80, 85, 164
vocabulary building 83, 85, 153
voting 16, 19, 22, 163
rights 15, 22, 30, 32
Weekly Law Reports (WLR) 153
without prejudice proposals 114, 164
witness statements 92, 93, 117–18, 120, 126, 134, 160

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