Commercial contracts

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.

Thomson Snell & Passmore advise educational software company on terms of business and data protection

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 provide guidance on the Commercial Agency Regulations to a UK subsidiary

Our client is a specialist alloys supplier based outside of Europe, with a UK subsidiary. Our client wished to formalise the relationship between the subsidiary and a sales agent in another part of Europe.

Terms of agreement for a Fintech partnership

IT security software developer, terms of partnership

Advising on a contract review for national landscaping business

Advising a large software company in negotiations with one of the worlds top 10 retailers

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.

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  

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.

Advice on various licence agreements to protect intellectual property

Our client works with many plant breeders to maximise the commercial exploitation of their plant variety rights, exploring opportunities with, and granting sub-licences to, many overseas fruit and vegetable growers.

Drafting terms and conditions to limit liability for a flying school

Our client operates a flying school and we were engaged to prepare the terms and conditions that would apply to hands-on flying lessons and, for experienced flyers, the hire of rotary-wing aircraft.

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.

Advising on website terms and conditions of supply

Our client sells plant-based products online to both consumers and other businesses.

Contract drafting to protect clients interests and control of fees

Our client had been commissioned by a well-known high street bank to develop software to manage the bank’s employee pension benefits and, following the development, to maintain and support that software.

HMRC crown preference restored in English insolvency proceedings

After 1 December 2020 the UK tax authorities will move (back) up the creditor hierarchy in English insolvency proceedings in respect of certain taxes.  The restoration of HMRC as a preferential creditor on insolvency has been a controversial issue in the restructuring and insolvency industry, as Katya Batchelor explains in this article.

Taking a Holistic View

Joanne Gallagher recently spoke to South East Business about how to deal with a rapidly changing situation

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

COVID-19 and your contractual relationships

COVID-19: understanding how Coronavirus can impact commercial contracts

COVID-19: understanding how Coronavirus can impact commercial contracts

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.

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.

Is a contract with your software developer really worth it?

‘Business moves fast and legal paperwork will slow things down’…. That’s a rather common worry for businesses engaging a developer to build a much needed software program to enhance internal business processes, improve customer facing processes or sometimes both.

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.

Electronic signatures – the final flourish of the fountain pen?

The question that is increasingly being asked in a digital age where documents are emailed between parties is whether electronic signatures can be used or do we still need that pen to provide a “wet ink” signature on a paper copy of the document?

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.