Commercial

Thomson Snell & Passmore advises Nurture Landscapes on its acquisition of Indoor Garden Design

Leading South East law firm Thomson Snell & Passmore has advised long-term client Nurture Landscapes on its most recent acquisition of interior landscaping specialist Indoor Garden Design (IGD).

Thomson Snell & Passmore advises the Motorline Group on multi-million pound sale to Marshall Motor Holdings plc

Leading South East Law firm Thomson Snell & Passmore, has advised long-term client the Motorline Group (Motorline) on its sale to Marshall Motor Holdings plc (Marshall), in a multi-disciplinary and complex M&A transaction which involved the acquisition of the entire share capital of Motorline for a cash consideration of £64.5million.

Thomson Snell & Passmore advises on sale of premium dessert supplier, Rhokett Limited, to Spanish Private Equity backed food group, Palacios

A leading Kent based supplier of exceptional, premium chilled desserts, Rhokett Limited,  which has been operating for over 19 years, has been sold to private equity backed Palacios, a Spanish organisation which develops, produces and sells a wide range of food products.

Thomson Snell & Passmore advises Nurture Landscapes on its acquisition of Rokill

Leading law firm Thomson Snell & Passmore has advised long-term client Nurture Landscapes on its most recent acquisition of national pest control business, Rokill.

Intellectual property interests

A client was acquiring the intellectual property interests of a new plant variety.

Our advice line provides peace of mind to our clients

We have a number of commercial clients who benefit from our advice lines, where they can call or email us to seek advice regarding employment issues. 

Commercial contract and data protection advice to a medium sized business in the marketing industry

Our client is a medium sized enterprise which provides marketing communication and market research services to large multiple retailers. We offer them a range of legal support and advice for corporate and commercial issues including mergers, acquisitions, contracts and compliance.

Thomson Snell & Passmore is proud to have acted for Watts Farms for many years.

Thomson Snell & Passmore is proud to have acted for Watts Farms for many years.  

Case Studies on Force Majeure and Frustration

Thomson Snell & Passmore has been asked to support a number of clients in the events and hospitality industry with contractual queries relating to the COVID-19 outbreak.

Client's intellectual property license updated to deal with new commercial structure

Our client had an intellectual property licensing agreement in place with a US licensee. The client had recently agreed new commercial terms with the licensee and wanted the agreement updated to reflect the new commercial agreement.

Preparation of a Distribution Agreement for the supply of anti-ligature products to the healthcare sector

The Commercial department here at Thomson Snell & Passmore recently prepared a Distribution Agreement for the supply of anti-ligature products to the healthcare sector.  

Thomson Snell & Passmore advises a new data business on data protection compliance

Our client, Lifeproven Limited is working on an exciting new data initiative aimed at understanding how homes impact on health. We advised Lifeproven on the data protection implications of their venture, including starting a data audit in order to inform the preparation of an appropriately drafted privacy policy.

Terms of agreement for a Fintech partnership

Thomson Snell & Passmore advise wine retailer on terms of business

We advised an established wine retailer, Eurowines Limited, on a review and update of their terms and conditions of business. 

Thomson Snell & Passmore advise property search start-up on their terms of business

We advised a start-up specialist property search business on the considerations for getting started including the choice of corporate forms and the benefits and disadvantages of each as well as terms of business.

Thomson Snell & Passmore advises local South East business on IT contracts and data protection compliance

Leading South East law firm Thomson Snell & Passmore has successfully advised block management software company, Resident Property Management Ltd, in updating their standard customer licence agreement for Resident's proprietary block management software.

Agreement for the provision of cold storage services

Our client is a multi-temperature warehousing and logistics business and provides integrated supply chain solutions for local, regional and national companies in the UK.

Contract for the manufacture and supply of nut products

Our client sources nuts and seeds from around the world and is one of the leading UK-based nuts and seeds processors.

Advice on Trademark licenses

Advice on Trademark licenses  

Advice on Intellectual Property licensing issues related to insolvency

Advice on Intellectual Property licensing issues related to insolvency

Acting for a longstanding client in their most recent acquisitions

During 2016, Thomson Snell & Passmore acted for a longstanding client of the firm, Nurture Landscapes Holdings Limited, in respect of three acquisitions.  

Advice on the sale of Pure Asphalt Company Limited to IKO Plc

Thomson Snell & Passmore acted for the shareholders of Pure Asphalt Company Limited in relation to the sale of their shares in the company to IKO. Nick Gabay, a Partner in the Corporate & Commercial Team, led on the transaction.

Advising Parcel ABC Limited on their start-up and trading terms

Advising Parcel ABC Limited on their start-up and trading terms

Infringement of a software company's intellectual property rights

We were recently instructed to act for software development company, to defend the alleged infringement of another company’s intellectual property rights.

Advising a US based client on R&D agreements

Our US-based client has substantial farming operations in California, Texas and Florida. Our client had identified an opportunity to work with a UK grower to produce celery in both the UK and Spain.

Advising a leading regional care home on new terms and conditions of residence

Our client owns and operates 15 care homes throughout Kent and the South East and required us to prepare new terms and conditions of residence for its 3000 care home residents.

Preparation of standard terms and conditions

We acted for an events management company and prepared their standard terms and conditions.

Enforcing the retention of title provisions

Our client supplies and installs air and water valves. Our client had existing terms and conditions but had encountered difficulties with enforcing the retention of title provisions.

How does the Vertical Agreements Block Exemption (VABEO) impact your commercial agreements?

Top tips for a successful M&A transaction

Top tips for a successful M&A transaction

Thomson Snell & Passmore advises on sale of water specialists, Cascade Pipeline Corporation, to Wolseley UK

Thomson Snell & Passmore advises on sale of water specialists, Cascade Pipeline Corporation, to Wolseley UK

The importance of anti-bribery and corruption policies

The case of R v Corry serves as a reminder that businesses must have appropriate anti-bribery and corruption policies, procedures, risk assessments and training in place and be aware of the actions of people involved in the day-to-day running of the business.

The importance of making exclusion clauses clear!

Commercial Partner Jonathan Askin joins Thomson Snell & Passmore from Knights plc

Commercial Partner Jonathan Askin joins Thomson Snell & Passmore from Knights plc

Kent and Medway businesses look to pass on increased costs to customers, finds survey

Businesses in Kent and Medway are facing increased costs and will be looking to pass them on to their customers, finds a new survey of business leaders attending the Kent and Medway Business Summit.

What are the key elements businesses need to be aware of in the coming year?

As part of the Kent & Medway Business Summit, Jason Varney shares the wider commercial teams’ views on the five crucial challenges facing businesses

Thomson Snell & Passmore advises The Good Company People

Thomson Snell & Passmore was recently delighted to provide pro bono legal advice to The Good Company People, a Community Interest Company.

Supply chains, sustainability and social responsibility: key commercial law considerations for 2022

As we look ahead to 2022, there are a range of commercial law issues which organisations from across industry sectors need to be mindful of. Here, we examine the top three, and explore what steps businesses can take to ensure they are doing all they can to be prepared.

How can I make my supply chain more sustainable?

Poh-Leng Devare explores the ways in which business can promote sustainability across their supply chain.

The increasing importance of sustainability in banking and finance

Sustainability is becoming increasingly important when it comes to banking and finance. Here, Katya Batchelor explores what borrowers and lenders should consider when looking to incorporate sustainability elements into their loan agreements.

Reasons to speak to a corporate and commercial lawyer when starting a business

Obtaining good quality legal advice is vital at every stage of the lifecycle of a business to reduce the risks to both you and your organisation.

Jason Varney and Poh-Leng Devare speak to South East Business Magazine

Jason Varney, partner in the corporate team and Poh-Leng Devare, partner in the commercial team recently spoke to South East Business Magazine about the business landscape in the South East.

Thomson Snell & Passmore advises on sale of premium dessert supplier, Rhokett Limited, to Spanish Private Equity backed food group, Palacios

We have advised long-term client Rhokett on its sale to PE backed Palacios. A great joint effort, led by Head of Corporate Joanne Gallagher and supported by our commercial property, banking and finance, employment, tax, pensions and commercial teams.

Thomson Snell & Passmore advises the Motorline Group on multi-million pound sale to Marshall Motor Holdings plc

Leading South East Law firm Thomson Snell & Passmore, has advised long-term client the Motorline Group (Motorline) on its sale to Marshall Motor Holdings plc (Marshall), in a multi-disciplinary and complex M&A transaction which involved the acquisition of the entire share capital of Motorline for a cash consideration of £64.5million.

How can I protect my business from supply chain uncertainty?

With supply chain issues impacting many businesses across all industry sectors, Commercial Partner Poh-Leng Devare recently wrote a piece for The Times of Tunbridge Wells, looking at what organisations can do to protect themselves.

Thomson Snell & Passmore advises Nurture Landscapes on its acquisition of Indoor Garden Design

Leading South East law firm Thomson Snell & Passmore has advised long-term client Nurture Landscapes on its most recent acquisition of interior landscaping specialist Indoor Garden Design (IGD).

Counting down to the end of LIBOR – an update to getting ready for SONIA

As the countdown to the end of LIBOR continues, banking and finance specialist Katya Batchelor has updated her advice piece on how to prepare for SONIA.

Future Fund: Breakthrough – the Government has launched a new fund for breakthrough technology

The Chancellor of the Exchequer, Rishi Sunak, has recently launched a new £375 million fund to drive investment into research and development intensive companies that are looking to grow within sectors including technology and life sciences. Here, Jason Varney explores this new Future Fund: Breakthrough and how it could help fast growing technology organisations.

What has the global pandemic meant for businesses and commercial law?

Our Corporate and Commercial team has been incredibly busy in recent months. Here, we look at some of the commercial work we have been helping clients with during the pandemic.

New Digital Markets Unit launched by the CMA

A new sub-regulator – the Digital Markets Unit (DMU) – has been launched to give consumers more choice and control over their data, promote online competition and crack down on unfair practices within the digital marketing/advertising sector.

Spring Budget 2021: What it means for businesses

Following the Chancellor of the Exchequer, Rishi Sunak’s, statement in the House of Commons, many businesses across the UK will be pleased to see a planned route out of the economic uncertainty caused by the on-going Covid-19 pandemic.

Kent Life: Leading ladies of Kent

Head of Corporate and Commercial Joanne Gallagher recently shared her thoughts on 2020 and her hopes for 2021 with Kent Life Magazine.

Thomson Snell & Passmore announces 11 promotions including three new Partners

Leading South East law firm Thomson Snell & Passmore announces 11 promotions from across its core practice areas.

New government export finance support scheme for SMEs launched

UK Export Finance (UKEF), in partnership with the UK’s leading commercial banks, has introduced a new guarantee scheme to help cover the costs of international trade.

Reaction to the Chancellor’s Spending Review

Jason Varney from our corporate team gives his reaction to the Chancellor’s Spending Review.

New ICO Guidance in relation to Data Subject Access Request

Back in December of 2019 the Information Commissioner’s Office (ICO) held a consultation outlining guidance for dealing with Data Subject Access Requests (DSARs.)

Government Publishes Proposed Reforms on Corporate Transparency: Identity Verification

Last month, the Government published its response to a consultation process initially undertaken in 2019 as part of its plan to enhance the role of Companies House and increase the transparency of UK corporate entities. 

UK business interruption insurance: guidance from the High Court

The High Court has handed down judgment in an expedited test case, which examined whether a selection of business interruption (BI) insurance policies provide cover in relation to COVID-19. The Court found in favour of the policyholders on the majority of the key issues.

Largest fine yet levied against employer for breach of GDPR regulations concerning employee data

The German branch of the Swedish clothing manufacturer H&M have been handed a huge fine in excess of €35 million by the Hamburg Data Protection Authority, as a result of a breach of GDPR rules concerning employee data.

Fixtures – what is included in a sale?

As a general rule, when transferring an interest in land, any fixture which forms part of the land will be transferred with the land unless expressly stated in the sale contract.  Unlike fixtures, fittings do not attach to the land and therefore do not pass on a sale.

Software copyright and contractors: the importance of assignment arrangements

In this month’s commercial law article, we look at how businesses can retain the rights to computer software developed on their behalf

New support for businesses impacted by COVID-19

Faye Cook from our corporate and commercial team responds to the Chancellor’s statement.

Transitioning away from LIBOR – are you ready?

Katya Batchelor recently wrote a piece on the move from LIBOR to SONIA, for Finance Monthly.

The role of agents in new market places

We look at best practice when it comes to working with agents, especially in light of the booming new market for personal protection equipment.

Thomson Snell & Passmore advises North Kent College on its acquisition of Hadlow College

Leading South East Law firm, Thomson Snell & Passmore, has advised North Kent College (NKC) on its acquisition of the education related assets of Hadlow College. In a complex education administration transaction involving a number of different parties, Hadlow College, including Princess Christian Farm and the equestrian centre in Greenwich, and the Tonbridge campus of West Kent and Ashford College (WKAC) have been transferred to NKC, including all students and the education-related facilities of the two colleges.

UK Government’s Fintech Strategic Review: a welcome boost to the sector

Thomson Snell & Passmore advises SMP Group on its further investment in technology company Swoop Applications, alongside the Future Fund and Cornwall and Isles of Scilly Investment Fund

New Corporate Partner for Thomson Snell & Passmore

Getting back to business safely: what retailers need to consider

Code of Practice for Commercial Tenants

On 29 May 2020 the government announced that it is working with businesses and trade associations in order to publish a Code of Practice to support high street businesses through the COVID-19 crisis.

Firm promotion: New senior partner at Thomson Snell & Passmore

South east firm Thomson Snell & Passmore, the world’s oldest law firm, has appointed Joanna Pratt as senior partner.

Getting back to the business after lockdown: key commercial considerations

As lockdown measures start to be lifted, from a commercial point of view, businesses are now stepping away from discussion of force majeure and frustration where performance is impossible (as opposed to commercially undesirable) and instead stepping into performance in a vastly different commercial context.

Thomson Snell & Passmore appoints Joanna Pratt as Senior Partner in historic year for the firm

Leading South East law firm Thomson Snell & Passmore is pleased to announce the appointment of Joanna Pratt as its new Senior Partner.

Here for you – during COVID-19

UPDATED: COVID-19: Coronavirus Large Business Interruption Loan Scheme (CLBILS)

COVID-19: Additional help at hand for start-ups

Pre-packs in administration overview

Changing your mind

Commercial relationships evolve and contracts at the heart of business deals need to accurately reflect the current agreement between the parties.

COVID-19 and insurance considerations

Nearly all businesses have business interruption insurance as part of a “commercial- combined” policy. This may be wrapped into a small business package aimed at your business sector or part of a bigger portfolio of covers pulled together with your insurance broker.

COVID-19: Managing disruption in the food retail sector

COVID-19: Forbearance and waiver in relation to payments

In most businesses, large and small, the day to day in the accounts department, is working out how much money is coming in, and what money needs to be paid out. 

COVID-19: the importance of electronic signatures

COVID- 19: The Health Protection (Coronavirus, Restrictions) (England) Regulations 2020

COVID-19 – Coronavirus Act

COVID-19 and your contractual relationships

COVID-19: guidance on business support

UPDATED: COVID-19: guidance in relation to Data Protection

The ICO has issued brief guidance to data controllers in relation to the COVID-19 outbreak.

COVID-19: understanding how Coronavirus can impact commercial contracts

COVID-19: understanding how Coronavirus can impact commercial contracts

The Budget: Our thoughts

Survival of the most adaptable

Written agreements and why they matter

As much as us lawyers love to draft contracts (the longer the better!) you don’t need a written agreement to make a contract. This is obvious really – no one demands your signature to buy a Wispa at the corner shop – but when matters are beyond the merely routine, a written agreement is essential in ensuring that risks are agreeably allocated, there is consistency of understanding between the parties and that all the aspects of the agreement needed to make the agreement work, are included.

Reminders for Data Protection Day for UK based businesses

If you control personal data, you will need to register with the Information Commissioners Office (ICO) and pay a fee unless you are exempt. You can check whether you are required to register here: https://ico.org.uk/for-organisations/data-protection-fee/self-assessment/

Protecting your ideas: what you need to know about the law of confidence and NDAs

During the bit between Christmas and New Year, it is great to watch old movies and eat leftovers, but there is also plenty of time for the mind to wander.

Signatures for the digital age

Business people often type their name at the end of emails setting out agreements. And some have taken to inserting images of their signatures onto documents with a signature block, but most will not have considered whether this actually constitutes valid execution of a document. 

In Good Faith

It sounds harmless enough. Who wouldn’t want to deal with their counterparties “in good faith?” But these three little words, like their more famous counterparts, can imply more than was intended when included in a commercial contract.

Brexit - what if?

It is fair to say, that businesses are still mostly uncertain about what impact Brexit will have on them.

For your business - October 2018

As a firm, we take pride in being a constant in a changing world. We hope this collection of articles will be helpful and provide food for thought on a number of topics. 

FAQ: Frequently asked questions from across the practice

We regularly answer frequently asked questions from across the practice and bring them together to help bring clarity to your legal needs. Each of the sections below lead off to a more comprehensive bank of information.

Contract catastrophes: 5 common dangers in contracts and how to avoid them

Contracts form the basic features of any business and play a significant part in how you carry out your business. It is also a very common area for mistakes with even the simplest agreements proving challenging. The following reveals the most common errors and the best way to avoid them.

Award winning online retailer - commercial, IT & IP advice

 We have provided commercial, IT and IP advice. 

What is IP?

Intellectual Property (IP) is often referred to as “creations of the mind” and intellectual property rights help you to stop people from taking those creations without your permission.

What does Brexit mean for your IP?

Curious about how Brexit will affect your intellectual property (IP) rights after the UK leaves the EU? Here’s a high level summary of some key points to consider. 

Brexit - there is a great deal to think about

Senior Partner, James Partridge speaks to the Times of Tunbridge Wells and describes the impact that the Leave vote will have on businesses and looks at five key areas including commercial contracts, dispute resolution, employment, commercial property and data protection.  

Contractual Variation

Globe Motors, Inc and others - v - TRW Lucas Varity Electric Steering Limited and another [2016] EWCA Civ 396

Sign at your own risk!

Warnings have been issued for Monday as February provides us with an extra day this leap year. Signing contracts or completing property transactions which refer to anniversaries of the date of agreement, could leave you waiting for a very long time.

FAQ: Corporate & Commercial

Q: My business partner and I run a successful company together.  We are both directors and each have a 50% shareholding.  We want to protect our shares should the unexpected happen and one of us dies.  How can we do this?

Agents & Distributors - Key differences

Changes to Data Protection Law

Community Interest Companies

Companies Act 2006 Auditor Liability (download)

Forming a new company limited by guarantee

Forming a new company limited by shares

Harmonisation of EU consumer protection law

MEES – Overview of issues for residential leases

Trading online - website information requirements (download)