Dictionary of English and Latin legal terms
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a
A fortiori
Latin: with stronger force - used to indicate a stronger principle exists to promote an argument than the one being relied on.
A posteiriori
Latin: from what follows - used to show that conclusions have been drawn based on experience
A priori
Latin: from the previous - used to show that conclusions have been drawn based on knowledge
Abatement
The interruption of legal proceedings as a result of a change in circumstances, such as bankruptcy
Abscond
To escape from the court's jurisdiction, usually by leaving the country
Abuse of confidence
Where a person in a position such as that of a fiduciary or trustee is able to use that relationship to enter into an unfair transaction, such as making a purchase at an undervalue
Abuse of process
Where legal action results in undue hardship and unfairness for a party and is liable to be struck out by the court, at least in part, even though it is in accordance with legal procedure. Abuse of process is concerned with the improper use of legal proceedings rather than wrongful commencement
Acceleration clause
A clause which brings forward the obligations owed by a party under a contract
acceptance (contractual)
The unconditional assent to the terms of a contract. A conditional assent is a counter-offer
acceptance of service
The procedure by which a solicitor may receive notices served on their client
Accord and satisfaction
The purchase of a release from a contractual obligation other than by fulfilling the terms of the contract
Account of profits
An alternative to damages in successful litigation, this examines the profits which a defendant has obtained as a result of their wrong, whereas damages are paid as a result of losses sustained. The sum is based on the actual profit the defendant has generated and not the maximum potential profit that could have been generated, usually by exploitation of intellectual property rights. An account of profits is usually less than an award for damages
accounting reference date
The date each year that company accounts must be filed at Companies House
Acquiescence
The implied acceptance to an infringement of rights, usually indicated by the absence of action following notice of infringement
Act of Parliament
A bill that has received the royal assent and has consequently become law
action for discovery
A discretionary order made by a court which is used when a claimant is unable to identify the party which has committed a wrong against it. This usually concerns the infringement of intellectual property rights and unauthorised disclosures of confidential information, such as trade secrets. An order granted by the court is usually referred to as a Norwich Pharmaceutical Order and is named after the case in which a court first granted an action for discovery
Actual authority
The express power granted to an agent on behalf of a principal
actual notice
Where information has passed directly to a person, as opposed to constructive notice
Ad hoc
Latin: for this purpose - used to signify a solution, often impromptu, for a specific problem
Ad idem
Latin: to the same - used to indicate the parties to a contract are in agreement as to the interpretation of its terms
Adaptation
The right of a copyright owner to create a variant of the original work, such as a new version or a translation of an existing version
Adjournment
The postponing of a court hearing until a future date
Adjustment of prior transactions
A court order which annuls a transaction at an undervalue
Adjudication
The decision of a court or tribunal
Administrator
A person appointed to oversee the reorganisation of a company in administration in order to ascertain whether a company can be reorganised to protect the interest of its creditors and employees
Admission
A statement in legal proceedings by one party which accepts the truth of a statement made by the other party, either in part or in full
Affidavit
A sworn statement, usually made before a solicitor or commissioner of oaths, which swears that the contents are true. Witness statements have largely reduced the role of affidavits
agent
A representative of another person or company to whom legal authority has been devolved, such as a solicitor, estate agent or insurance broker
Allocation directions
Court directions which take into consideration a number of factors in order to allocate a track for the litigation (small claims track, fast track or multi-track) and any allocation directions
Allotment
The allocation of a specific number of company shares by the directors
Alter ego
Where one person acts in more than one capacity, such as a director and trustee
alternative dispute resolution (ADR)
A resolution procedure for parties to attempt to settle their differences before resorting to litigation. The decision of the arbitrator is not binding, although it will be persuasive if litigation is later commenced
Amicus Curiae
Latin: a friend of the court - where a third party makes submissions to the court in order to assist it in making a decision. This is often a regulatory or representative body
Annual return
A document containing a company's details which must be filed at Companies House. The annual return lists, amongst other things, the company name and number, its registered address, details of its directors and shareholders and number and classes of shares.
Anti suit injunction
A court order requiring a party to refrain from commencing litigation or to cease litigation in a foreign jurisdiction
anti-competitive practice
Business practices which inhibit or prevent competition
Anticipatory breach of contract
Where a party's words or conduct make it clear that it will not perform its obligations under a contract
Apparent authority
Where an agent is reasonably deemed to be acting on the authority of its principal and enters into a contract on the principal's behalf; the transaction will not necessarily be void in the absence of real authority, as the apparent authority creates an estoppel to prevent the principal denying the agent's authority
Appeal
An application made to a higher court to review the decision of the lower court because the appellant believes the decision to be wrong, either legally or factually
appellant
A party applying to a higher court to review the decision of the lower court
Application notice
A notice made by an applicant which specifies the orders it is seeking from the court
arbitration
A dispute resolution process where the decision of the arbitrator is usually binding
arbitrator
The person assigned to hear a dispute in arbitration, whose decision is usually binding
articles of association
The constitutional document for companies registered at Companies House. This has subsumed the role of the memorandum of association, which was a separate constitutional document prior to the Companies Act 2006 coming into force
artistic work
A visually significant work which, if original, is capable of being protected by copyright. Examples include graphic works, such as photographs, graphics or sculptures; architecture or a work of artistic craftsmanship.
Assessment of costs
An assessment as to the reasonableness of each item of a solicitor's bill which is available to a party ordered to pay legal costs
Assessment of damages
A determination by the court as to the value attributed to a successful claimant in litigation in damages
Asset
An item of value, such as land or personal assets, and includes intellectual property rights
assignee
A person or other legal entity to whom an assignment is made by an assignor
assignment
The transfer of land or contractual obligations from one party to another party. The assignment of contractual obligations requires novation of the contract to take place.
assignor
A person or other legal entity which makes an assignment to an assignee
Auction
The sale of property through competitive bidding, with the common law definition excluding most internet auctions
Audit
An annual report prepared by an auditor which verifies the accuracy of the accounts
auditor
A person appointed to examine company accounts
Author
The creator of a work which attracts copyright protection
Authorised share capital
The total value of shares that a company may issue to shareholders
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b
Bailee
A person or business, such as a haulage company or delivery agent, that takes care of goods and assumes responsibility for them while in their possession
balance sheet
A document showing the assets and liabilities which forms part of the company accounts
balance sheet test
Where a balance sheet is examined to determine whether the value of a company's liabilities exceed that of its assets
Banker's draft
A cheque which is drawn from a financial institution's own funds and provides greater security than a buyer's cheque, but is costly to arrange
Bankruptcy
The process whereby a person is unable to pay their debts as they fall due and their property is administered for the benefit of creditors
Bare licence
A licence frequently used in intellectual property transactions which grants the licensee permission to make use of the licensor's intellectual property rights
barrister
Court advocates who also provide specialist opinions and whose conduct is regulated by the Bar Council
Battle of the forms
A phrase used to describe the contract between two businesses where each refers to their terms and conditions as those which govern the contract; a court will examine the process of making offers, counter-offers and acceptance to ascertain which party prevails
beneficial interest
A right to enjoyment of property, as opposed to mere nominal ownership of it (also known as a legal interest)
beneficiary
A person who is entitled to a beneficial interest
Board resolution
A decision on a matter which is reached by way of a vote of the board of directors of a company
bona fide
Latin: in good faith - acting with honesty
Bond
A written promise to perform an obligation or to pay a sum of money as the result of a failure to satisfy an obligation
Bonus shares
company shares which are given to shareholders as an alternative to paying a dividend, thereby turning profits into capital
Boundary
The line or lines which separate two parcels of land
breach of contract
The failure of a party to a contract to perform its obligations and which most commonly leads to damages becoming payable, although other remedies are occasionally available to the wronged party
Breach of trust
The failure of a trustee to fully discharge their duty in relation to a beneficiary or trust property
Breach of warranty of authority
A form of holding out where an agent makes a representation that he has had some authority vested in him by a principal which he has not, thereby making the agent personally liable for any loss suffered as a result
Bridging loan
A short term lending facility provided to a borrower until proceeds of sale are received
Broadcast
The copyright, Designs and patents Act 1988 defines this as the electronic transmission of images, sounds or other information which is transmitted to the public and lawfully received simultaneously, or transmitted at a time determined by the person making the transmission to be received by members of the public. Internet transmissions are excluded from this definition unless they are made at the same time as another transmission or live event and that the transmission forms part of a service offered by the person making the transmission. Mobile phone transmissions do not fall within the definition. copyright protection is attached to the transmission rather than its content.
Burden of proof
The extent of the obligation on a party making an allegation to prove it. The burden in civil proceedings is defined as a "balance of probabilities" (i.e. greater than 50%) whereas the burden in criminal trials is "beyond reasonable doubt" and lies with the prosecution.
Business name
A name which must be registered where a person wishes to use a business name that is different to their real name or the name incorporated at Companies House. Registration of a business name does not entitle its usage if it infringes the trade mark rights of another person or business.
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c
Case management conference
A meeting between a judge and the parties to litigation where the judge will give directions to the parties as to how matters are to proceed prior to a formal court hearing
cause of action
The grounds on which legal action may be taken
cause of action estoppel
A defence to litigation which has been previously concluded in relation to the same dispute
Certificate of incorporation
A document received from Companies House which confirms that the company to which it relates has been formed
Certification marks
A registration under the trade marks Act declaring that predefined standards of quality are met, such as accuracy, origin or material
Certified copy document
A document a solicitor or another person in a similar position of trust attests to be a true copy of the original
Charge
A legal or equitable interest in property secured by a person or company other than the owner, such as a creditor. The permission of the owner of the charge is usually required before disposal of the property can take place
Charging order
A court order made in favour of a creditor which gives it an interest in property, albeit without the ability to realise this interest
Charter company
A company formed by Royal Charter, these are relatively rare, although the BBC is a good example of one
Chattel
Any tangible property other than freehold land
Cheque rule
The rule that governs a separate contract which is entered into between the buyer and seller of goods or services when they are paid for by cheque. The seller is entitled to sue either under the original contract for sale or services, or under the separate contract if the cheque is returned unpaid. The rule also applies to direct debits, performance bonds and letters of credit
Chose in action
A right to sue in relation to intangible property, such as intellectual property or a debt
Chose in possession
A term used to denote, in relation to an item of tangible property, its enjoyment, as opposed to merely its possession
Civil Procedure Rules
The rules which govern court proceedings in civil litigation and which are supplemented by Practice Directions, which act as guidelines to the Rules
A written statement outlining the details of the claimant, defendant, the cause of action and the remedy sought
claimant
The party which initiates legal proceedings against at least one defendant
collateral agreement
A separate agreement which is related to a main agreement
Collateral undertaking
Where the disclosure of confidential information also requires the recipient not to use them other than for the purpose for which they are being disclosed, usually to protect trade secrets or competitive advantages
Collective trade marks
trade marks which are used to identify a group of businesses with a level of quality, accuracy or a place of origin, as opposed to a single business
Comfort letter
A letter relating to a business matter that conveys the writer's intentions, it is not legally binding but may assist in pre-contract negotiations
common law
Law derived by the courts on the basis of earlier judicial decisions and distinct from equity
Common mistake
Where both parties to a contract have an erroneous understanding of matters at the time the contract is entered into, thereby rendering it void or voidable
Community interest company
A special type of company which is set up to ensure it is working for the benefit of the community, which does not attract the same level of regulation as a charity and which may not issue dividends unless the recipient holds investor shares
Community trade mark
A trade mark which is registered either at the intellectual property Office or the Office for Harmonization in the Internal Market and which provides trade mark protection in all 27 EU member states without the need to register in each state individually
Companies House
The government body responsible for incorporating and dissolving limited companies, storing company information and making this information available for public inspection
company
A business association most commonly registered at Companies House and which is comprised of shareholders and directors, although it holds a legal personality which is separate from its members
company accounts
The accounts which a company must prepare by its accounting reference date comprising a balance sheet, profit and loss account, director's report, group accounts (where applicable) and other information, depending on the type of company
company secretary
An officer of a company responsible for filing its annual accounts, notifying shareholders and auditors of the annual general meeting, sending copies of resolutions for filing at Companies House, storing minutes of annual general meetings and directors' meetings and keeping the company seal safe
Compromise agreement
An agreement drawn up to resolve a dispute
Computer program
Software which runs on a computer and is treated as a literary work for the purposes of copyright protection
Condition (contractual)
An essential term of a contract which, if breached, allows the wronged party to terminate the contract and claim damages in respect of the loss suffered. This differs from a contractual warranty
Confidentiality
A duty arising in respect of information from a contract at common law or as an obligation in equity and the existence of which depends on the nature of the information, the circumstances in which it was given and whether notice of its status as confidential was given
Conflict of interest
Where a person's professional duties conflict with their personal interests
Connected person
Persons who deal with one another at arm's length, such as family members or companies within the same group, this is a relevant consideration when assessing whether a transaction has been made at an undervalue
Consequential loss
An indirect loss stemming from a direct loss, such as loss of income when business premises are destroyed
consideration (contractual)
"The price for which a promise is brought"; an essential element of a contract which constitutes money or something of money's worth
constructive notice
Knowledge which is deemed to be held because a person was reasonably expected to have made relevant enquiries, even in the absence of actual notice
Contempt of court
Conduct which interferes with the proper administration of justice, such as defying a court order or prejudicing ongoing proceedings
contract
A binding relationship imposing obligations on its parties which comprises an offer to create obligations, acceptance of the offer, consideration and the intention of the parties to enter into the agreement
contractor
A provider of services that enters into a contract to provide services for a person or company but is not regarded as an employee
Contributory negligence
Where the claimant in a claim for negligence is deemed to have partially contributed to their own loss and is liable to have their damages reduced as a result
Cookie
A small text file stored by a web browser which stores user details for future visits to a website
Cooling-off period
The time in which a party to a binding contract may walk away its obligations without any serious repercussions
copyright
An intellectual property right which attaches itself to the expression of an idea, as opposed to the idea itself, and grants the copyright owner an exclusive right to exploit their work. copyright protection arises automatically and last for 70 years from the end of the year of the death of the author of a literary, dramatic, musical or artistic work or the director, screenplay author or music composer of a film. copyright expires after 50 years from the end of the year in which a sound recording or broadcast was made. copyright is owned, unless disposed of, by the author of a work, unless the work is created in the course of employment, in which case it is owned by the employer
copyright clearance
A term for a licence to make use of copyrighted works for specified purposes
Corporeal hereditaments
Tangible objects attached to land or property
counter-offer
Where the terms of an offer to enter into a contract are not accepted and different terms are put forward instead. Once a counter-offer is made, the original offer becomes void
counterclaim
A claim made by a defendant in litigation in response to a claimant's claim
Counterfeit
Unlawful use of a trade mark where the counterfeit goods are not easily distinguishable from goods carrying the trade mark
Counterpart
An identical copy of an agreement used when the two parties to an agreement each identical but separate copies of it, usually because it is impractical for both parties to sign the same copy
Covenant
A term imposing an obligation in a deed
Crystallisation
The process by which a floating charge fixes itself to specific assets
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d
damages
A common law remedy where the claimant is compensated in money for the loss suffered from the defendant. In some circumstances, damages may be an inadequate form of compensation, in which case the claimant will need to seek an equitable remedy
Data controller
A person or persons who determine the purpose and manner in which personal data is to be processed
Data processor
A person or organisation that processes the data on behalf of a data controller but is not their employee
Data Protection Act 1988
An Act of Parliament which regulates the processing of personal data, including the obtaining, transmitting or storing the data
Data subject
The person to whom personal data relates and who has a right to access personal data held about them
Database right
A specific form of copyright protection relating to databases
De facto director
A person who performs the role of a director and who will be regarded as one, even though they may not be referred to as one
Debenture
A document which creates a debt or acknowledges one
deed
A document which gives effect to the transfer of a right, obligation, interest or property but unlike a contract, does not require consideration
Defamation
The loss of reputation as a result of the words of another
Default
To fail to carry out an obligation, such as make payment under the terms of a contract
Default judgment
A judgment made by a court in favour of the claimant when the defendant has not defended the claim against them but which may be set aside under certain circumstances
defence (document)
A document filed by the defendant in litigation which addresses each point of the claimant's claim by either admitting, denying (with reasons) or claiming to have no knowledge of each point
defendant
The party, or one of the parties, against whom litigation is commenced
Dépeçage
The concept in which different issues of a case are governed by the laws of different jurisdictions, most commonly in relation to a contract
derivative work
A work based on pre-existing work but which must include a degree of individuality and bring about a material change in order to be capable of copyright protection in its own right. Examples include translations or new editions
Design right
An intellectual property right that protects designs and drawings from being copied by competitors. A registered design affords greater protection, providing the design is novel, has individual character and has not been precluded from registration. An unregistered design protects shapes and configurations of shapes but affords a narrower scope of protection
director
A company officer responsible for its day-to-day running and ensuring it complies with both its legal duties and those imposed on it by its articles of association
disclosure
The process in litigation in which the parties produce the evidence which they will seek to rely on. The documents are listed together with a brief description of their contents and these lists are then exchanged, together with a disclosure statement, between the parties. The statement certifies the extent to which evidence was searched for and affirms that the search was carried out to the best of the party's ability
Distress
The seizure of goods to secure performance of an obligation
Dramatic work
A work of action which attracts copyright protection and which is made with or without words or music
Drawdown
The process whereby a loan is advanced in instalments rather than in a lump sum
duress
Where a party is coerced into entering into a contract, which may subsequently be set aside as a result
Duty of care
A legal duty which, if breached, gives rise to a claim in respect of the breach
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e
easement
A third party right over land or property
Ejusdem Generis
Latin: of the same kind - a rule of interpretation where a word capable of taking on several meanings is interpreted with regards to the words which precede it
Electronic document
A phrase used in litigation to refer to anything in which information may be recorded, excepting the type of media which is used to store the information
employee
A person who performs work on behalf of another person or organisation under the terms of a contract of employment and whose rights differ substantially from those of a contractor
Employer
A person or company responsible for providing work for and paying wages or salaries to an employee
Employment
The contractual relationship between an employer and employee
Enforcement
The process by which a successful claimant can take steps to ensure a court judgment is carried out after the defendant has failed to comply with the terms of the judgment
Entire agreement clause
A clause of a contract which seeks to prevent reliance on any documents outside of the contract, such as pre-contract documents or a collateral agreement
Equitable charge
A form of security which, in the event of the debtor becoming unable to repay its debt, allows the holder of the equitable charge to apply to the court for sale of the property to which the charge is subject
equitable interest
A property interest which is not recognised at common law but which a court of equity may recognise, such as a beneficiary's interest in trust property
Equitable mortgage
A type of mortgage which entitles the mortgagor to an equitable interest in property
Equitable owner
The holder of a beneficial title in property, whose title is superior to the holder of the legal title in property
equity
A set of legal principles which run parallel to and, in the event of a conflict, prevail over common law. The application of equity is discretionary and a court will consider the conduct of a party seeking equitable relief when deciding whether to apply it. Equitable remedies differ significantly from common law remedies, which are limited to damages
Escrow
A type of agreement commonly used in software contracts where the source code which constitutes a computer program is deposited with a secure third party and can be released to the party that commissioned the program in the event of the developer failing to perform its contractual obligations
Estate
A word used to describe land, which can be either freehold or leasehold and which may vest in an owner absolutely or for the duration of their life
estoppel
A legal principle which prevents a party from denying a fact which has been established as being truthful, either by the decision of the court of the party's own words or actions
Ex gratia
Latin: as a favour - a term used to describe a payment that has been made despite there being no obligation to make it
Ex parte
Latin: by one party - a term usually used when an application is made to the court without the knowledge of one party for urgent interim relief
Exchange of contracts
The stage in a conveyancing transaction where legal obligations are imposed on the parties
exclusive licences
A type of agreement commonly used in distribution licences where one party is given the exclusive right to distribute goods which the licensor either owns or holds the intellectual property rights to
Exorbitant jurisdiction
Where the jurisdiction of the English courts extends to another territory provided that there is a sufficient connection between the parties to the intended litigation or the subject matter of the dispute
Extraordinary resolution
A resolution requiring 75% of shareholder votes before it can be passed
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f
Fair dealing
An exception to the exclusive rights granted to a copyright holder in English law which allows the use of copyright materials for the use of non-commercial research, private study, criticism, review and news reporting. It is much more limited in scope to the "fair use" exception in US law
False accounting
A type of fraud whereby false, deceptive or misleading information is provided which will cause a loss to another, or where financial information is destroyed, concealed or falsified
fast track
A track for cases where loss is valued between £5,000 and £15,000 and where a hearing is not expected to last more than a day
fiduciary
A person under an equitable duty to act honestly and in good faith for the interests of another, such as a trustee, partner, agent or solicitor
Film
For the purposes of copyright law, a recording from which movement may be produced and which consists of more than one frame
Final and conclusive judgment
Where the subject matter of a dispute has been heard and adjudicated, thereby providing a defence of estoppel or cause of action estoppel
Final order
The orders, costs assessments and injunctions made by a court and which can not be appealed without the leave of the court
Final remedy
A remedy awarded by a court following the conclusion of proceedings, as opposed to an interim remedy
Financial loss
The loss suffered by a claimant to litigation that can be quantified solely in financial terms
Financial year
The year running from 6 April to 5 April for personal taxation purposes and 1 April to 31 March for corporation tax
Fixation
A part of copyright law which requires a work to be recorded in material form in order for copyright protection to apply
Fixed charge
A charge over specific property which is capable of identification, whether tangible or not, and which takes priority over other types of charge
Fixture
An object that is deemed to form part of land and is therefore presumed to pass on the sale of land, save for any express term to the contrary in the sale contract
floating charge
An equitable charge that is not attached to any specific assets until the loan to which it relates is defaulted
force majeure
A contractual clause which allows for a party not to perform an obligation if an outside event which was not foreseen by the parties makes performance impossible
Foreign judgment
A court judgment from a foreign jurisdiction and which may be binding domestically in certain circumstances
Framework agreement
A contract that regulates an ongoing relationship between parties, as opposed to a specific transaction between them
Franchise
An arrangement where a trader allows another business to utilise its trading name, business expertise and intellectual property in return for a payment or fees
Fraudulent trading
The carrying on of a business with the intention of defrauding creditors or for another fraudulent purpose
freehold
An estate in land where the owner enjoys complete ownership
freezing order
An interim relief court order which prevents the named person or company from disposing of assets or moving them to escape the court's jurisdiction
frustration
Where parties are released from a contract because an unforeseen event has made performance impossible. This can be partially mitigated by the inclusion of a force majeure clause in the contract
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g
Garnishment
Where a third party collects or holds money from an unsuccessful litigant for payment to the successful litigant
general damages
Damages payable in respect of losses which follow naturally from the wrongful actions of the defendant
general meeting
A company meeting which all shareholders are entitled to attend in order to vote on resolutions
Golden rule
A manner of interpreting laws where words are given their natural meanings
Goodwill
The reputation among customers which a company has acquired during its ongoing trade and an essential element to be proven in a claim for passing off
Graphic work
A form of artistic work which is capable of being protected by copyright law and may include pictures, diagrams, maps, charts and engravings
Guarantor
A person or company which makes a guarantee, usually to make payment on behalf of a party to a contract if they are unable to fulfil its terms
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h
Hacking
A criminal offence where information stored on a computer is accessed without authorisation
Heads of terms
A document which sets out the proposed terms of a contract which the parties will enter into and which may also be contractually binding in itself, providing all of the elements of a contract are present
Hearing
Where a judge hears the dispute between the parties to it; a hearing may be interim, which leads up to a final hearing and in certain circumstances, may take place without notice being given to one of the parties
Hearsay
A type of evidence produced before a court which consists of a statement which was heard through another person rather than directly; its admissibility in proceedings depends on the weight attached to it by the court
Hire purchase agreement
Where a hire agreement allows for the hirer to purchase the subject matter of the agreement upon payment of the final installation
Holding company
A company which controls a number of subsidiaries, but which is not liable for the debts of the subsidiary (or vice versa) in the event of liquidation
holding out
Conduct in which a person leads others to wrongfully believe there is authority vested in him and which may give rise to personal liability as a result
Honest concurrent use
Where a business is entitled to use a trade mark, despite there being an earlier registration or an unregistered mark in use, providing a court is satisfied that a user has acted in good faith and that the concurrent use will not inconvenience the owner of the mark
Honorarium
Payment for goods and services made voluntarily, usually where there was no fee payable
Horizontal agreement
An agreement between economic competitors on the same level of distribution or production and which may constitute an anti-competitive practice
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i
Ignorantia juris non excusat
Latin: ignorance of the law does not excuse - a principle which prevents a person from escaping liability by claiming they were unaware of the law governing such conduct
Illegal contract
Where the subject matter of a contract contravenes law and the contract itself is void ab initio
Implied condition
A condition of a contract which is deemed to form part of the agreement, even in its express absence
Imputed notice
Where a principal is deemed to have notice on the basis of its agent having actual notice
in camera
Latin: in private - Proceedings carried out in private, such as hearings for search or freezing orders
In pari delicto
Latin: in equal fault - where both parties to a dispute are deemed to be equally at fault and therefore not liable to one another
In pari materia
Latin: on the like matter - where an older Act of Parliament dealing with the same subject matter is used to interpret a newer Act
In personam
Latin: against a person - used to describe proceedings brought in order to compel a defendant to act, rather than to receive a judgment in respect of property
In rem
Latin: against a thing - where the rightful owner of property is determined by looking into the rights enjoyed by the parties in respect of the property
In the premises
A phrase used in statements of case which justifies a conclusion made on the basis of an allegation in the same document
Incorporeal hereditaments
Intangible rights attached to land or property, such as an easement
Incoterms
Rules that were formulated by the International Chamber of Commerce to standardise commonly used phrases in the sale of goods with the intention of reducing ambiguity and misunderstandings
Indemnity
A binding promise to compensate the loss suffered by the indemnified party
industrial application
A patent application must, amongst other things, demonstrate that the invention is capable of an industrial use. An invention which does not satisfy this criteria may be able to attract copyright protection
Information Commissioner's Office
The office of the Information Commissioner, who is responsible for ensuring the Data Protection Act 1988 is complied with and may look into the activities of a data controller to that effect
Information Rights Tribunal
A tribunal where decisions of the Information Commissioner's Office can be appealed
infringement
The contravention of the exclusive rights enjoyed by the holder of intellectual property rights and which may give rise to civil and criminal penalties, depending on the type of intellectual property right infringed and the scope and scale of the infringement
injunction
A court order which either compels or prohibits a person from carrying out a specified act and the effect of which may be interim or permanent
Injurious falsehood
A course of action which may succeed where the tort of passing off fails, injurious falsehood is a claim which a trader or business can bring if it can show a false statement has been made maliciously and has caused damage to goods, services or business. A claim for damage to reputation must be brought under a claim for defamation
Insider dealing
The criminal offence of using confidential business information which a person encounters in the course of their work and which is not available to investors in order to make a profit
Instrument
A legal document that transfers property
intellectual property
A collective term used to described the exclusive rights held over intangible property, whether artistic or commercial and which encompasses copyright, patents, trade marks, design rights, database rights, trade secrets, passing off, performers' rights and recording rights
Inter alia
Latin: among other things - used to indicate the presence of facts other than those specifically being referred to
Inter pares
Latin: among equals - used to refer to people of equal status or position, such as company directors
Inter partes
Latin: between parties - used to describe discussions or the exchange of information between parties
Inter se
Latin: amongst themselves - used to describe the exercise of rights or performance of obligations among a specific group of people, such as shareholders or joint owners
Inter vivos
Latin: during life - used in trust law to describe rights, such as those for life
Interference with goods
Where goods are wrongfully taken into possession by a defendant or damaged, thereby entitling the owner to initiate recovery proceedings
Interim injunction
An injunction which grants the applicant temporary relief and enables litigation for permanent relief to be commenced
Interim payment
A partial payment from a debtor which a claimant may be entitled to receive if there is a strong likelihood of it obtaining a final judgment in its favour
International trade mark
A system which applies to all countries which are signatories to the Madrid Protocol and allows for a single trade mark application to take effect in all states
Interpretation clause
A contractual clause, usually appearing at the beginning, which defines a number of words and phrases that appear throughout the contract
Invalid notice
Where notice of a general meeting is not given to all shareholders, or is given in the incorrect form or outside of the correct notice period. This has the effect of invalidating all resolutions that are passed at the meeting
invitation to treat
An expression that a person is willing to invite an offer to enter into a contract, but which is not an offer in itself
Issue estoppel
A defence to a challenge made in respect of an issue raised in previous litigation which has been concluded. This differs from cause of action estoppel, which relates to litigation as a whole
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joinder
A party added to proceedings with leave of the court, either as a co-claimant or a co-defendant
Joint and several liability
A term used to describe liability being assigned to multiple defendants. Joint liability exists where the loss is caused by the same persons, whereas several liability exists where a distinct loss is caused by different defendants
Joint authors
Co-collaborators who produce a copyrighted work and whose contributions are indistinguishable from one another. The exploitation of a work by one author without the consent of all of the joint authors may give rise to liability for infringement
Judgment
The final decision of the court and the reasoning behind it which can not be appealed without leave
Judgment debt
A sum payable as a result of a court judgment, such as damages or a costs order
Judicial notice
Where an assertion is accepted as fact by a court without the need for it to be formally proved, usually because it is commonly accepted
Judicial review
The process whereby a decision of a public body is referred to the courts and the reasoning behind the decision is reviewed. The grounds for judicial review are an illegal decision being made, usually by a public body acting beyond its authority; irrationality, where the decision reached is such that no public body acting reasonably would have reached such a conclusion; procedural impropriety, whereby a proper procedure has not been followed in reaching a decision and human rights illegality, where the decision of a public body is in breach of the Human Rights Act 1998. Judicial review can not overturn the decision of a public body; it can only examine the process leading up to the decision being made
jurisdiction
The geographical area over which a court may exercise its powers, such as England and Wales
jurisdiction clause
A contractual clause which sets out the jurisdiction to govern any disputes that arise under the contract
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know-how
Industrial or technological knowledge which is usually not capable of protection under intellectual property law but which is commonly protected by designation as confidential information
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Laches
An equitable doctrine which prevents a claimant from seeking relief where its unreasonable negligence or delay in doing so would prejudice the defendant
Law Society
The professional body which represents solicitors
lease
The grant of exclusive possession of a property by a landlord for a fixed term at a rent to a tenant
leasehold
A term used to describe an estate in land where it is being held under a lease
Legal mortgage
A charge made by deed over a property or a lease
legal person
A person or entity capable of bringing proceedings in its name or having proceedings brought against it. It includes natural persons, companies, associations and limited liability partnerships
Legal professional privilege
The protection of legal advice given by a solicitor to their client so that it remains confidential and to which there is no right to disclosure in court proceedings
Legislation
Written laws that have been passed by Parliament, such as Acts of Parliament and statutory instruments
Lending right
The right granted by a copyright holder to allow the lending of its work, which would otherwise infringe its rights. This is commonly applied to library books
Letter of credit
A letter, usually from a financial institution, stating its willingness to meet financial demands of a third party
Lex causae
Latin: the law of the case - a term used to describe the law which will be applied to a dispute and usually referred to in a contract's jurisdiction clause
Lex non scripta
Latin: law not written - unwritten laws or customs
Lex scripta
Latin: the written law - laws which exist in writing, such as an Act of Parliament
licence
An agreement which grants permission in respect of the licensor's rights and without which the licensee would be liable to proceedings. A licence in respect of property is granted where the agreement does not meet the criteria for a lease
Lien
A security interest granted over property in order to secure the payment of a debt
Likelihood of confusion
Where a trade mark is likely to be confused with an existing mark and will therefore be incapable of registration
Limitation period
The time period within which a claim must be brought against a defendant. The time period varies depending on the type of claim and is governed by the Limitation Act 1980, although the court may grant leave in exceptional circumstances for proceedings to be brought outside of a limitation period
limited company
A public or private company where the liability of shareholders does not extend beyond the value of the shares they hold
Limited liability
A term used to describe the liability of shareholders in a limited company
Limited liability partnership (LLP)
A firm which shares traits of both a company and a partnership, the liability of partners is limited, unlike in traditional partnerships
Liquidated damages
The value assigned to damages during formation of a contract, such as for late delivery
liquidation
The process by which a company is dissolved, usually because it has become unable to pay its debts as they fall due
Listing hearing
A court hearing where directions are given prior to a final hearing
Literal rule
A manner of interpreting laws where words are given the meaning that is ordinarily assigned to them
litigation
The process by which a dispute is heard and adjudicated by a court, usually after arbitration has failed to satisfy one or both parties to the dispute
litigation privilege
The privilege which extends to documents and materials used to record communications between a solicitor and their client in the course of providing legal advice and prevents their disclosure during litigation
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Madrid Protocol
An international protocol which has been in operation since 2004 and allows for the protection of trade marks in countries which are signatories to it
Mediation
A confidential non-binding form of alternative dispute resolution which is overseen by a mediator, who will assist the parties in resolving the dispute, usually where the relationship between them has not irrevocably broken down
Minor
A person who is under the age of 18 and whose ability to enter into a contract is limited as a result
Minority protection
The rules which protect the interests of minority shareholders against possible abuses of power by majority shareholders
Mischief rule
A manner of interpreting laws where words are interpreted in a way which addresses the shortcoming in law that the statute was designed to remedy
Misjoinder
A joinder who should not have been joined to proceedings
misrepresentation
A false statement of fact which induces the claimant to do something they would not otherwise have done, such as enter into a contract
mistake
Where an agreement is entered into but where one or both parties has misunderstood either the terms of the agreement or the identity of the other party to the agreement
Modification
Where a work is changed but its essential character remains the same, unlike in a derivative work
Moral rights
The rights of a copyright holder which continue to exist until copyright has expired, such as the right to attribution or the right to have a work published under a pseudonym
Mortgage
An interest in property in respect of a loan which can be either legal or equitable. A mortgage refers to the security over the property and not the money which is advanced, usually for the purpose of purchasing the property
Multi track
A track for cases where loss is valued at over £15,000 or where a hearing is expected to last more than a day
Musical work
A work which is capable of copyright and which consists of music in the absence of singing, speaking or any other type of performance
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Natural person
A human being, as opposed to a company, which falls within the definition of a legal person
Negligence
The breach of a duty of care which results in some harm to another and for which the negligent party becomes liable to pay damages
Negotiable instrument
An unconditional promise to pay a specified sum of money, examples include bank notes, cheques and securities
Nominal damages
damages which recognise both a wrong committed by a defendant, such as a breach of contract and also the fact that no loss stemmed from the breach. Nominal damages are usually very small amounts of money
Non est factum
Latin: not in his name - where a party has, in the absence of negligence, fraud, mistake or misrepresentation, entered into a contract without knowledge of its true nature
Non-exclusive licence
A licence granted by a licensor who retains their right to distribute through other channels, these licences are commonly used in the development of open source software
Norwich Pharmaceutical Order
A court order often referred to as an action for discovery which allows for a defendant to be identified where proceedings could otherwise not be commenced and is named after the case in which it was first granted; Norwich Pharmaceutical Co v Excise Commissioners (1974)
Notice to terminate
Where one party to a contract indicates their intention to exercise their entitlement to termination of the contract, usually on the basis of a breach by the other party. The right to terminate should be included in the agreement
Notice to quit
Where a party to a periodic tenancy serves notice at the end of the current term that they do not wish for the tenancy to continue
novation
The procedure by which a party to a contract is replaced by a third party, who assumes all of the obligations of the original party, thereby allowing the contract to continue
novelty
A requirement for patentability, an applicant must demonstrate that their invention is new and that it did not exist before the date of application
o
Obiter dictum
Latin: comments in passing - judicial comments which do not form part of the ratio decidendi
Objects clause
The clause in a company's constitution which sets out the scope of the business activities; this was once required to be exhaustive of all of the company's dealings, resulting in large clauses to prevent the company from acting outside of its powers. This requirement was later relaxed to allow companies to state in their objects clause that the purpose of the company is "to carry on the business of a general commercial company
offer
An expression of willingness to enter into a contract and which goes further than a mere invitation to treat
Option agreement
A contract granting rights to a party which can be exercised at a future date or within a specified time period
Ordinary resolution
A shareholder resolution requiring more than 50% of the votes in order to be passed, often referred to as a simple majority
Originality
A requirement for a work to attract copyright protection, it applies to the labour expended in expressing a work rather than the idea itself
Overriding objective
Part one of the Civil Procedure Rules, it states that the courts must deal with cases justly and sets out the principles which underpin the rule. In the case of a conflict with another rule, the overriding rule prevails
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Parallel import
The import of goods or services into a territory with a view to competing with existing sellers or service providers and which is subject to pre-existing intellectual property rights or exclusive licences
Pari passu
Latin: on equal footing - used to describe equal distribution, such as between creditors on the winding up of a company
Parol evidence rule
A rule which prevents oral evidence forming part of an exclusively written contract. This does not apply to a collateral contract or a contract is partially oral
particulars of claim
A concise statement of case which sets out the facts in detail behind a claim and the cause of action the claimant seeks to pursue against the defendant. It must be served either with a claim form or within 14 days of a claim form being served on the defendant
Partnership
A relationship subsisting between two legal entities carrying on business in common with a view to a profit; the existence of a partnership will depend on the particular facts governing the relationship and does not require an express agreement between partners to enter into a partnership
passing off
Where goods or services make unfair use of a claimant's reputation and which may succeed where a claim of trade mark infringement fails. A claimant must demonstrate the existence of goodwill attached to its business, a misrepresentation on the part of the defendant and damage suffered as a result
patent
An intellectual property right that protects inventions and allows for its creator to enjoy the exclusive right to exploit its invention for a maximum of 20 years. The invention must demonstrate a degree of novelty, contain an inventive step and be capable of industrial application
payment into court
A court order requiring money or another form of security to be paid into court and which can not be paid out until a further court order is made
Penalty clause
A contractual clause imposing liability greater than general damages recoverable at common law and which is not enforceable on public policy grounds
Per annum
Latin: by the year - annually
Per capita
Latin: per each head - used to denote equal distribution between members of the same class, such as shareholders
Per curiam
Latin: through the court - used to describe a collective decision of the court, as opposed to individual decisions given by more than one judge hearing a case
Per diem
Latin: by the day - daily
Per incuriam
Latin: through lack of care - used to describe an incorrect court decision
Per se
Latin: in itself - without qualification; without referring to anything else
Performance bond
A promise to perform contractual obligations promptly, commonly used in high value transactions and which represents a percentage of the value of the contractual performance
personal data
Information concerning a living and identifiable person and which is subject to protection under the Data Protection Act 1988
Photograph
A recording of light or another form of radiation (such as an x-ray or infrared image) which is an image or can be used to create an image and can therefore qualify for copyright protection
Pledge
The transfer of assets to a creditor in order to allow the creditor to secure a debt, which may be sold by the creditor if the debt is not discharged
Pre-action disclosure
A court order made before proceedings are commenced to enable a claimant to assess whether proceedings should be issued
Pre-action protocols
The rules governing the conduct of and obligations on the parties to a dispute prior to proceedings being commenced. The protocols are designed to allow the exchange of information to facilitate early settlement of the dispute
Pre-trial checklists
Forms which the parties to litigation must file with the court prior to a hearing that enable the court to ascertain whether directions have been complied with and whether the parties are in a position to proceed
Pre-trial review
An interim hearing where the parties to a dispute appear before the court to enable it to gain details of practical issues which may hinder the smooth operation of litigation. It is usually not necessary if case management directions have been complied with
private limited company
A company whose shares are not offered for sale to the general public and whose name must be followed by "Limited" or "Ltd"
Privilege
Specific rights which are not subject to disclosure in the course of legal proceedings
profit and loss account
A document showing revenue and expenditure and which forms part of the company accounts
Promissory estoppel
An equitable doctrine offering relief to a party to a contract when they are disadvantaged by relying on a promise made by another person
Proxy
A person permitted by a shareholder to attend and vote on a resolution in their place
Public limited company
A company with an authorised share capital of at least £50,000 and whose shares are offered for sale to the general public. A public limited company name must end with "Public limited company" or "Plc"
Pure economic loss
Loss which is suffered by a claimant but does not stem directly from a defendant's negligence, including loss of profits or wasted expenditure and which is normally not recoverable by a successful claimant
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Qua
Latin: in capacity as - used to describe the capacity in which a person acts
Quantum meruit
Latin: what one has earned - a principle which allows for reasonable payment in respect of services provided where no contract was formed
Queen's Counsel (QC)
An experienced barrister appointed by way of recommendation by the Lord Chancellor. A QC is referred to as a KC (King's Counsel) during the reign of a male sovereign
Quid pro quo
Latin: something for something - consideration
Quorum
Latin: of whom - the minimum number of people legally required to convene a company meeting
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The legal reasoning behind a court's decision and which sets a precedent to lower courts
Real property
Land, things attached to it such as buildings and the rights which exist over it
Reasonable
Fair and proper in the ordinary course of things, often referred to in the context of the expected actions or behaviour of a hypothetical person ("the reasonable person", often referred to in ratio decidendi)
Rectification
Amendment of a contract by a court where there is evidence to suggest that the terms of the contract do not adequately reflect the pre-contract agreement
Redeemable shares
shares which may be repurchased by the company at a later date
Remoteness of damage
Where the damage suffered by a claimant was either did not stem from the defendant's act or was not reasonably foreseeable and can not be recovered in litigation
Remuneration
Payment, usually in money but also in money's worth in respect of work performed as an employee or a contractor
Rental right
Rental of a work protected by copyright where the rights holder has made the work available for that purpose
Repudiatory breach
A breach of contract that is so serious that it entitles the wronged party to rescind the contract
Requests for further information and clarification
Requests made in response to statements of case which must be answered within a reasonable time unless irrelevant or unfair
Res judicata
Latin: a matter already decided - where a case has been heard by a court and decided with a degree of finality which will require an appeal to a higher court in order to overturn
Rescission
A contractual remedy in equity which places the parties in the positions they would have been in had they not entered into the contract
Respondent
A party whose initial success in litigation is subject to an appeal to a higher court
Restraint of trade
An anti-competitive practice whereby the ability of a person or business to trade is limited, usually by virtue of a contractual clause and is void unless reasonable and in the public interest
Restrictive covenant
An obligation usually contained in a contract not to do something and which is only enforceable if it is reasonable
Retention of title clause
A clause in a contract which states that title does not pass to the purchaser until full payment has been made to the seller
Return date
The date that an application is to be heard in a court and where both parties and/or their legal representatives are expected to attend
Royalties
The monies received in respect of the sale or other exploitation of work attracting intellectual property rights
Rule of law
The fundamental doctrines which form the basis for the making and interpretation of law, such as equality before the law and the administration of justice with due process under the law
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Sculpture
An artistic work comprising a three-dimensional object created from clay, stone, wood, metal or plaster which is intended to exist permanently
Search order
An interim order, the application for which is heard in camera and which requires the recipient to grant access to its property in order to facilitate a search for evidence which might otherwise be disposed of. An order will only be granted if there is a strong case, if the disposal of property will result in serious damage and if there is evidence that the defendant has the evidence in its possession and that it is likely to be destroyed
Security for costs
A payment into court which the defendant can apply for if it feels the claimant will not be able to pay its costs in the event that its claim fails
Sensitive personal data
personal data relating to racial or ethnic origins, political opinions, religious or similar beliefs, whether a person is a member of a trade union, physical or mental health or conditions, details of a person's sexual life, commission or alleged commission of an offence and details for any proceedings in respect of the same
Serious Fraud Office
A Government agency tasked with looking into complex or serious fraud
Settlement
The terms under which a dispute is settled, often placed into a formal contract to prevent further disputes
Shadow Director
A person who has not been appointed as a director but who instructs appointed directors to act in accordance with their wishes and who may assume the liabilities of an appointed director as a result
Share
A stake in the ownership of a company
Shareholder
An owner of a share or shares in a company who is entitled to vote on company resolutions
Signs
Words, letters, logos, colours, scents, shapes or packaging which are graphically represented and capable of attracting trade mark rights
small claims track
A track for cases where loss is valued at no more than £5,000, subject to a number of exceptions
Small or medium enterprise (SME)
Companies which enjoy a number of exceptions under the Companies Act; small companies have an annual turnover of £5.6 million or less, balance sheet assets which do not exceed £2.8 million and no more than 50 employees; medium enterprises have an annual turnover of £22.8 million or less, balance sheet assets which do not exceed £11.4 million and no more than 250 employees
Software maintenance
The process by which software is improved, has errors removed, features added or where the scope of its use is widened. Software maintenance is almost always subject to a contract which sets out the obligations on and expectations of the parties
Solicitor
A legal practitioner who provides legal advice and carries out legal work on behalf of clients
Solicitors Regulation Authority
The regulatory body overseeing the work of solicitors and which forms part of the Law Society, although it operates independently of it
Sound recording
A recording of sounds capable of copyright protection which may be reproduced and which may or may not form part of a dramatic, literary or musical work
Special damages
damages payable in respect of losses to which monetary value can be assigned and which were incurred as a result of the defendant's actions
Special resolution
A shareholder resolution requiring at least 75% of the vote in order to be passed
Specific disclosure
The requirement for a party to provide a specified document or other piece of evidence which has not been disclosed, despite a previous request having been made. An application for specific disclosure can be subject to a court order
Specific performance
An equitable remedy requiring a party to perform an act, such as its obligations under a contract where damages will not be sufficient to remedy its loss
Standing
The right to be heard or to bring proceedings
Stare decisis
Latin: decided matters - the principle where a legal matter is decided in accordance with a precedent from an earlier case
statements of case
Court documents used in litigation to enable the parties to put forward their case and to adequately understand the case of the other party. statements of case include the claim form, particulars of claim, the defence, the reply to the defence and the counterclaim
Statement of truth
A statement made and signed on court documents which attests to the accuracy of the person making the statement
Statutory company
A company formed by an Act of Parliament, such as the Post Office Corporation
Stay
A halt on proceedings imposed by the court hearing a dispute
Strike out
The process by which a court may exercise its power to part or all of a statement of case, either on the application of a party to proceedings or of its own accord
Sub-contract
Where a contractor enters into a further contract to delegate work; the sub-contractor may be nominated by the employer
Substantial part
A part of a copyrighted work which has been infringed and given rise to grounds for proceedings. What constitutes a substantial part of a work is decided on a case-by-case basis
Substantial property transaction
The purchase of a company asset by a director for at least £100,000 or 10% of the value of the balance sheet of the company and which must have an ordinary resolution passed at a general meeting in order to be valid
Summary judgment
A judgment made where a claim or defence has no real prospect of succeeding or where there is no compelling reason for the claim to proceed to trial
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Takeover
Where one company purchases the majority of the shares of another company, thereby taking control. Minority shareholders may have their shares compulsorily purchased if 75% of shareholders agree to the takeover
Tax
A government levy used to pay for services provided by public bodies; the power to charge tax must be expressly included in an Act of Parliament
Tax year
The period running from 6 April to 5 April
Teaming agreement
An agreement giving force to the collaboration between two parties to enable them to meet a common objective
Technology Transfer Block Exemption
A European Regulation that sets out block exemptions; agreements falling within an exemption will not be deemed to be anti-competitive
Tender
An offer in a bidding process for the provision for goods and services
Term
The specified time that an agreement will be in force, whether a commercial contract or a lease
termination
Any process by which a contract comes to an end, whether by performance, breach of contract, frustration or a mutual agreement between the parties to end the contract before its performance. novation and variation are not forms of termination because they allow for the contract to continue, albeit in an altered form
Test case
Where proceedings are brought before the court in order to determine whether the judgment can give rise to similar claims
Testimonium
A description of how the document is to be executed
Third party debt order
A court order used to secure payment of a debt from a defendant whereby a third party, such as an employer, is ordered to make payments directly to a creditor
Time of the essence
A phrase used in contracts to emphasise that performance must be made within a specific time period
tort
A civil wrong, as opposed to a criminal one and which includes the law of negligence and defamation
trade mark
An intellectual property right consisting of a distinctive symbol or brand name that is used to distinguish goods or services and which may be registered or unregistered
Trade secret
Confidential business information which includes details of technical processes, know-how and sensitive pricing information and which may be protected by way of a court order, even in the absence of an express contractual term
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Uberrimae fidei
Latin: of the utmost good faith - a contract which obliges a party to disclose all relevant facts to the other party, such as a contract for insurance, which can is voidable by the insurer if any relevant information is omitted
Ultra vires
Latin: beyond the power - the exercise of power not authorised and the effects of which are therefore not valid; commonly used where a company acts otherwise than in accordance with its articles of association
Under licence
A licence permitted the licensee to grant further licences in respect of the subject matter of the original licence
undue influence
Where a person in a relationship of trust uses the basis of that relationship to induce a party to enter into a contract which they otherwise would not have entered into, thereby making the contract voidable
Unilateral contract
Where one party makes a promise to make a payment upon another person fulfilling an obligation; a common example is a reward offered for finding a missing pet
Unjustified threats
Where a threat of infringement of intellectual property rights gives rise to a claim to the accused party, usually because the claim is without merit and loss has been suffered as a result of it
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variation
The process by which both parties to a contract agree to change its terms in order to allow the contract to continue and which is usually expressed in a formal agreement
Veil of incorporation
A metaphor for the barrier of separation which prevents the directing will and mind of a company from being disclosed, as the company is deemed to have its own legal personality
Vertical agreement
An agreement between parties at different levels in a distribution chain
Vexatious litigant
A person who frequently instigates litigation, often without merit
Vicarious liability
Where one person is made liable for the wrongs of another, often an employer assuming liability for the actions of its employee
Vitiating factors
Factors which will render a contract voidable by an innocent party, such as duress, undue influence and, in some circumstances, mistake
void
Used to describe an agreement which has no legal effect and is therefore unenforceable
void ab initio
Latin: to be treated as invalid from the outset - used to describe a contract which was never legally enforceable
voidable
Used to describe an option to make an agreement void
Volenti non fit injuria
Latin: to a willing person, no injury is done - a doctrine at common law whereby a person will not succeed in litigation if they willingly placed themselves in a position where harm might occur and knew the risks associated with doing so
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Waiver
Where a person elects not to enforce a right, resulting in the right being lost
Warranty
A contract term which, if breached, allows for the affected party to claim damages but does not allow for termination of the contract
Without notice application
An application for a court order which is made without the defendant's knowledge, such as an application for a freezing order or standing order
Without prejudice
A term often used expressly in letters to communicate the writer's bona fide intention of negotiating a document or dispute and which can not usually be referred to in court, subject to a number of exceptions
Witness statement
A court document setting out facts which one party to a dispute seeks to rely on
Work of architecture
A building or a fixed model of a building which is capable of copyright protection and which includes extensions, bridges, landscaped gardens and underground constructions
Work of artistic craftsmanship
A work which exudes aesthetic appealand which can be characterised by skilled labour which went into creating it
Writ of execution
A document given to a successful litigant which enables them to enforce the court judgment in their favour
Written resolution
A company resolution signed by all shareholders of a private limited company and precludes the need to hold a general meeting
Wrongful trading
Where the directors of a company continue to trade where they know or ought to know they will not be able to avoid insolvent liquidation and they did not take steps no minimise the potential loss to creditors
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