Law for business student 6th edition

‘Its lucidity, structure and ease of use is a sure winner with business students while the boxed cases make the approach to the study of law not just interesting but comprehensible and accessible The activities and assignments after each chapter reinforce understanding and provide an opportunity for students to put theory into practice.’ Dr Vick Krishnan, Principal Lecturer and Subject Leader in Law, Regent’s College, London L AW FOR BUSINESS STUDENTS ALIX ADAM S Utilising a host of features in a colourful and clear design, Law for Business Students encourages you to understand how the law works in everyday business situations and apply it to your course, your own experiences and the world around you Visit www.mylawchamber.co.uk/adams to access interactive exercises and flashcards designed so that you can test yourself on topics covered in the book There are also legal updates and live weblinks to help you impress examiners and lecturers with knowledge of the latest developments Lecturers: use the site to access resources to help you teach the subject, including a testbank of multiple choice questions which can be used to assess students’ progress Worried about getting to grips with cases? Case Navigator offers unique online support that helps you improve your case reading and analysis skills in Business Law Cases contained within this resource are highlighted throughout this book The LexisNexis element of Case Navigator is only available to those who currently subscribe to LexisNexis Butterworths online POWERED BY A V I G AT O www.pearson-books.com Cover © Artostock.com/Alamy CVR_ADAM5455_06_SE_CVR.indd SIX TH EDITION L AW FOR BUSINESS STUDENTS SIXTH EDITION ADAMS C AS E N ALIX ADAMS has over thirty years’ experience of teaching law from GCSE to degree and postgraduate level and is a qualified barrister Do you want to give yourself a head start come exam time? R From hiring and firing, to selling goods or starting your own company, the world of business is inextricably linked to law and legal regulation Alix Adams’ lively and understandable introduction to all aspects of law encountered in business will provide you with a clear appreciation of the main rules and legal principles LAW FOR BUSINESS STUDENTS SIX TH EDITION ALIX A DA M S 20/1/10 12:49:55 Law for Business Students We work with leading authors to develop the strongest educational materials in business and law, bringing cutting-edge thinking and best learning practice to a global market Under a range of well-known imprints, including Longman, we craft high quality print and electronic publications which help readers to understand and apply their content, whether studying or at work To find out more about the complete range of our publishing, please visit us on the World Wide Web at: www.pearsoned.co.uk Law for Business Students Sixth edition Alix Adams LLB (Bristol), LLM (Cardiff), Barrister, Cert Ed Pearson Education Limited Edinburgh Gate Harlow Essex CM20 2JE England and Associated Companies throughout the world Visit us on the World Wide Web at: www.pearsoned.co.uk First published under the Pitman Publishing imprint in Great Britain in 1996 Second edition published 2000 Third edition published 2003 Fourth edition published 2006 Fifth edition published 2008 Sixth edition published 2010 © Pearson Professional Limited 1996 © Pearson Education Limited 2000, 2010 The right of Alix Adams to be identified as author of this work has been asserted by her in accordance with the Copyright, Designs and Patents Act 1988 All rights reserved No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without either the prior written permission of the publisher or a licence permitting restricted copying in the United Kingdom issued by the Copyright Licensing Agency Ltd, Saffron House, 6–10 Kirby Street, London EC1N 8TS All trademarks used herein are the property of their respective owners The use of any trademark in this text does not vest in the author or publisher any trademark ownership rights in such trademarks, nor does the use of such trademarks imply any affiliation with or endorsement of this book by such owners Crown Copyright material is reproduced with the permission of the Controller of HMSO and the Queen’s Printer for Scotland Law Commission Reports are reproduced under the terms of the Click-Use Licence ISBN: 978-1-4082-2545-5 British Library Cataloguing-in-Publication Data A catalogue record for this book is available from the British Library Library of Congress Cataloging-in-Publication Data Adams, Alix Law for business students / Alix Adams 6th ed p cm Includes index ISBN 978-1-4082-2545-5 (pbk.) Business law England I Title KD661.A33 2010 346.4207 dc22 2009047012 10 14 13 12 11 10 Typeset in 9.5/13 pt Frutiger Light by 30 Printed and bound by Rotolito Lombarda, Italy The publisher’s policy is to use paper manufactured from sustainable forests For Cherry, with much love and gratitude Brief contents Contents Guided tour Acknowledgements Preface Table of cases Table of statutes Table of statutory instruments Table of European and international legislation Part 1: Introduction Getting started: an introduction to studying law How the law is made Resolving legal disputes Part 2: Law of contract, agency and sale of goods 10 11 12 The law of contract: offer and acceptance The law of contract: consideration, intention and privity The terms of the contract Defects in the contract: misrepresentation, mistake, duress and undue influence More defects: illegality and incapacity Discharge of the contract and remedies for breach The law of agency Sale of goods: the contract and its terms Sale of goods: transfer of ownership, performance and remedies for breach of contract Part 3: The law of tort 13 14 15 Tort liability for defective goods Tort liability for defective services Tort liability for premises ix xx xxiv xxv xxvi xxxvii xliv xlvi 16 40 61 62 82 100 126 152 168 198 216 234 255 256 276 316 vii BRIEF CONTENTS Part 4: Elements of employment law 16 17 18 Rights at work: the contract of employment and health and safety at work Rights at work: protection against discrimination Rights at work: protection against dismissal and redundancy Part 5: Introduction to company law 19 20 21 22 23 Business organisation Forming a registered company Running the company: raising and maintaining capital Daily management of the company: functions of directors, secretary and auditors Company meetings and shareholder participation Part 6: General principles of intellectual property law 24 25 Statutory intellectual property protection: copyright, designs, patents and trade marks Common law protection of intellectual property: passing off, malicious falsehood and breach of confidence Part 7: Study skills 26 viii 347 348 368 396 417 418 440 454 466 486 501 502 522 539 Study skills, and revision and examination hints 540 Appendix 1: Additional resources Appendix 2: Worth thinking about? and quiz solutions Index 550 556 569 Contents Guided tour Acknowledgements Preface Table of cases Table of statutes Table of statutory instruments Table of European and international legislation Part 1: Introduction Getting started: an introduction to studying law xx xxiv xxv xxvi xxxvii xliv xlvi Introduction What is law? The characteristics of English law Why we need law? The differences between criminal and civil law Changing the law Essential legal terms Introductory study tips 6 10 11 12 Chapter summary Key terms Quiz 14 14 15 How the law is made Introduction European law Parliament The courts The Human Rights Act 1998 (HRA 1998) 16 17 18 21 24 32 ix INDEX disciplinary procedure 405 disclaimers 282, 283–4 disclosure 50, 129–30, 471, 474 discrimination see also disability discrimination; race discrimination; sex discrimination age discrimination 388–9, 404 Commission for Equality and Human Rights 390 damages 390 employment tribunals 389 enforcement 389–90 recommendations and declarations 390 reform 391 religion or belief discrimination 382, 387–8 remedies 390 sexual orientation discrimination 385–7 social change 10 dismissal see also unfair dismissal continuity of employment 350, 398–400, 405, 406 constructive dismissal 355, 400 summary dismissal 398 wrongful dismissal 186–7, 398 disqualification orders 477–8 distinguishing cases 30 distraint orders 51 district judges 42 dividends 459 Divisional Courts 30, 44–6 domain names 446, 516–17, 525, 527 domestic or social agreements 92–3 dress codes 382, 387–8 duress 87, 142–3 duty of care see also negligence ambulance services, duty of care of 296–7 breach of duty 263, 300–11 care and skill 302–3 causation 264, 305–11 consequent damage, proof of 305–11 defective products 258–63, 270 delegation 356 directors 470–1 economic loss 278–81 education 298–9 eggshell skull rule 310–11 emergency services 296–300 extent of potential harm 301 fire brigades 296–7 foreseeability 300, 303, 308–10 good practice 303–4 health and safety 356–9, 361 intervening acts 309–10 joint and several liability 306–7 likelihood of accidents 300–1 lost chances 308 negligent misstatements 281–6 omissions 294–300 police 297–8 policy 300 precautions 301–2 proximity 300 psychiatric harm 287–300 public authorities 296–9, 339 qualifications claimed 302–3 reasonableness 300–4 remoteness 308–11 risk–benefit analysis 301–2 risk management 305 skilful claimants 302–3 social services 298–9 standard of care 301, 303–4, 319, 470 unhappy outcomes 304 voluntary assumption of responsibility 281 EC law see EU law economic and technological changes 11 economic duress 87, 142–3 economic loss confidentiality 533 consequential loss 262–3, 268, 278–81 damages 279 defective premises 279–80 defective products 262–3, 268 duty of care 278–81 insurance 279–80 negligent misstatements 282, 285–6 proximity 280–1 pure economic loss 262–3, 268, 278–81 reliance 281 voluntary assumption of responsibility 281 wills 280 education services, duty of care of 298–9 eggshell skull rule 310–11 ejusdem generis rule 26 electronic communications 67, 69, 75–6, 489 emblems 515, 516 emergency services, duty of care of 296–300 employment see also discrimination; employment contracts; health and safety; unfair dismissal; vicarious liability constructive dismissal 355, 400 copyright 505 design rights 508 directors as employees 468–9 employment tribunal claims 389 patents 512–13 private and family life, right to respect for 434 redundancy 407 summary dismissal 398 surveillance of employees 424 wrongful dismissal 186–7 employment contracts 350–5 account for profits 354 care and skill, duty to work with reasonable 352 collective agreements 352 confidentiality 354, 532–3 conflict with employer’s interest, duty not to act in 354 continuity of employment 350 custom and practice 351 deductions from wages 354 directors 468–9, 475, 476 divisible contracts 170 employees’ and employers’ duties 352–6 575 INDEX equality clauses 370, 371 express terms 351 flexible working, right to request 434 form of contract 350–1 frustration 173–4 good faith 353–5 implied terms 351–2 independent contractors 350 industrial action 353 legislation 352 minors, contractual capacity of 161–2 national minimum wage 354 orders, duty to obey reasonable 352–3 performance, discharge by 170 remuneration 354–5 restraint of trade 155, 156–8 safe working conditions, duty to provide 356 service, contracts of 330, 350–5, 468–9, 475, 476 services, contracts for 330, 350 specific performance 191 tax and national insurance 350, 354 terms, sources of 351–2 transfer of undertakings 411 trust and confidence, duty of mutual 355 work and staff rules 351 work, duty to provide 355 working time 352 written statement of employment particulars, contents of 350–1 enduring powers of attorney 211 enforcement definition of law discrimination 378, 381, 389–90 execution of judgments 51 race discrimination 378, 381–2 unfair contract terms, exclusion of liability and 119 equal pay 370–3 comparators 372 equal value, work of 371–3 equality clauses 370, 371 equivalent, work rated as 371 576 EU law 370–2 genuine material difference 372–3 job evaluation schemes 371 same or similar work 370–1 equipment, safety of 357, 358, 360–1 equitable remedies 191–3 equity 12 estate agents 205, 211 estoppel 91–2, 202, 240 EU law 18–21 commercial agents 209 Common Foreign and Security Policy (CFSP) 18 companies 448–9 copyright 507, 518 Council of Ministers 18, 19 Court of First Instance 20 data protection 21 database right 518 decisions 21 defective products 268, 270 design rights 509, 518 directives 20–1, 518 disability discrimination 385 discrimination 374, 377, 385 equal pay 370–2 Equal Treatment Directive 399 Euratom 18 European Coal and Stee Community (ECSC) 18 European Commission 19 European Community 18 European Council 19 European Court of Justice 18, 19–20, 21, 33 European Parliament 19 free movement 21, 518 harassment 374, 380 health and safety 359, 361, 363 human rights 21, 33 insider dealing 481 institutions 18–20 intellectual property rights 518 interpretation 18, 20 legislation parental responsibility and pregnancy 377 patents 518 Police and Judicial Cooperation in Criminal Matters 18 race discrimination 380 registered designs 509–10 regulations 20, 23 religion or belief discrimination 387 sex discrimination 373–4, 377 sexual orientation discrimination 386 share issues 457 sources of law 20–1 supremacy of EU law 18, 20 three pillars 18 trade marks 515, 518 transfer of undertakings 410, 411 treaties 20, 21 Unfair Commercial Practices Directive 222 unfair contract terms, exclusion of liability and 116 unfair dismissal 399 European Commission 19 European Convention on Human Rights Convention rights, list of, European Court of Human Rights, fair trials 297–8, 434, 533–4 freedom of expression 34, 35–6, 434–5, 534 Human Rights Act 1998 6, 32–3 liberty and security, right to 35 peaceful enjoyment of possessions 335, 434 prisoners, right to vote of 33 private life, right to respect for 36, 299, 325, 434, 529, 533–4 sexual orientation discrimination 385–6 European Council 19 European Court of Justice 18, 19–20, 21, 33 European Parliament 19 European Union see EU law examination 226, 228, 246, 261 examination and revision technique 546–8 INDEX exclusion and limitation of liability see also unfair contract terms, exclusion of liability and clear and unambiguous, clauses must be 106 contra proferentem rule 109 fundamental breach 109–10 implied terms 230 incorporation 106, 107 insurance 109 misleading information 109 negligence 110 notices 107–8, 110, 111 past dealings, notice from 107–8 signed documents 108 small print 108 sufficiency 108–9 tickets 107, 110 timing 107–8 execution of judgments 51 expenses 175, 178, 475–6 express terms 351 expression, freedom of 34, 35–6, 434–5, 534 factors 212, 240 fair, just and reasonable test 260–1 fair trials 297–8, 434, 533–4 Family Division 44, 45 Family Proceedings Court 42 fast track claims 49 fault 264, 271 fees and expenses 476 fiduciaries agency 207 confidentiality 530 design rights 471–3 misrepresentation 130 negligent misstatements 282 partnerships 422 quasi–fiduciary relationships 282 undue influence 144–5 fire service, duty of care of 296–7 fixed and floating charges 462 flexible working, right to request 434 food safety force majeure clauses 176 foreign relations, contracts damaging to 154–5 foreseeability causation 308–10 damages 184–5 defective products 258, 260, 263 duty of care 300, 303, 308–10 frustration 175, 176 malicious falsehood 528 nuisance 328, 329–30, 332 occupiers’ liability 318, 320 omissions 295 passing off 535 psychiatric harm 287–91, 294 Rylands v Fletcher, rule in 334 formation of contracts 64–94 see also acceptance; consideration; offer employment contracts 350–1 intention to create legal relations 92–4 writing 64 formation of registered companies 442–53 articles of association 444–50 certificates of incorporation 443 constitution of company 443–9 contractual capacity, criminal offences 445 domain names, registration of 446 EU law 448–9 gentleman’s agreements 442 memorandum of association 442–3, 444, 449 names of companies 445–6, 448 objects clause 446 off-the-shelf companies 450 pre-incorporation contracts, promoters’ liability for 442 promoters 442 public companies, conversion to 426, 450 registered office 446 registration process 443–50 re-registered companies 426, 450 single member companies 426, 429 ultra vires 424, 446, 448–9 Foss v Harbottle, rule in 492–3 fraud contracts 154–5 electronic communications 69 fraudulent trading 477 minority shareholders, protection of 493 misrepresentation 128–9, 131, 132, 135, 137 Statute of Frauds 64, 69 free gifts 220 freedom of expression 34, 35–6, 434–5, 534 freezing injunctions 50 frustration 172–82 agency 210 breach of contract 182 death or illness of contracting party 173 delayed performance 175, 176 destruction or unavailability of subject matter 173, 177 employment contracts 173–4 events fail to occur 174 expenses 178 force majeure clauses 176 foreseeability 175, 176 government intervention 174 illegal contracts 174 inconvenience and expense 175 mistake 177 pre-payments 178, 179 self-induced frustration 176 supervening events 172–5 trading with the enemy, valuable benefit, right to cost of 178–9 fundamental breach 109–10 gaming and wagering contracts 154 garnishee orders 51 gender reassignment 378 general meetings 488–92 additional meetings annual general meetings (AGMs) 488–9, 492 577 INDEX auditors requisition by retiring 489 resolutions for removal of 490–1 capital, reduction of 488 chair 490 conduct of meetings 490–1 court orders 488–9 directors 468, 476–7, 490–1 electronic and website communications 489 extraordinary general meetings notice 489–91 proxies, right to appoint 492 public and private companies 488, 491 quorum 490 removal of directors, resolutions for 476–7, 490–1 requisitioning of meetings by members 488 resolutions 476–7, 488, 490–1 rules 489 share capital, reduction in 488 shareholders 488–9 special notices 490–1 unfair dismissal 405 voting 491–2 gentleman’s agreements 442 gifts 220 golden handshakes 476 good faith directors 470, 472 employment contracts 353–5 unfair contract terms, exclusion of liability and 116–18 unfair dismissal 402 goodwill 158, 524, 525, 527 government intervention, frustration due to 174 gratuitous promises 84–5, 91 green papers 22 grief reaction 293 grievance procedures 400–1 guarantees 64, 163 Hansard 25 harassment EU law 374, 380 nuisance 330–1 578 race discrimination 380 religion or belief discrimination 388 sex discrimination 374 sexual orientation discrimination 386, 387 vicarious liability 341 hardship 192 health and safety 356–63 breach of statutory duty 356, 359–61 competent fellow employees, duty to provide 356–7, 358 criminal law regulation 361–3 damages 359 delegation of duty of care 356 duty of care 356–9, 361 employers’ and employees’ statutory duties 361–2 employment contracts 356 equipment 357, 358, 360–1 EU law 359, 361, 363 Health and Safety Executive (HSE) 361, 362 improvement and prohibition notices 363 independent contractors 356, 362 industrial injuries, civil liability for 356–61 ministerial regulations 363 policies 362 practical jokes 356 precautions 361 premises, plant and equipment, safety of 357, 358, 360–1 prosecutions 362–3 safe system of work 357, 358 safe working conditions, duty to provide 356 stress 357–9 strict liability 360 third parties, hazards created by 356 vicarious liability 342 visitors to premises 362 hierarchy of courts 29–30, 42–6 High Court 43–4 highways, nuisance on 342 Hillsborough disaster 289–93 hire and hire-purchase agreements 140, 219, 229–30, 241 holding companies 427 holidays 86 homosexuality see sexual orientation discrimination hospitals 342, 376 hours of work 352 House of Lords 29, 46 Human Rights Act 1998 32–6 confidentiality 530 Convention rights 32, 33–4 declarations of incompatibility 33 direct and indirect effect 33–6 European Convention on Human Rights 6, 32–3 EU law 33 fair trials 434, 533–4 freedom of expression 34, 35–6, 434–5, 534 judges 32–4 peaceful enjoyment of possessions 434 precedent 32 privacy 434 private nuisance 334–5 proportionality 34 public authorities 33–5, 299, 434, 533–4 remedies 33 statutory authority, defence of 339 statutory interpretation 32, 33 identity, mistake of 138–40 illegal contracts common law 154–5 contracts 154–60 crimes, torts or fraud, contracts to commit 154–5 foreign relations, contracts damaging to 154–5 frustration 174 gaming and wagering contracts 154 partnerships 424 resale price maintenance 154 restraint of trade, contracts in 155–60 INDEX statute, by 154 void contracts 155 illness see death or illness immunity 297–8 implied terms see also implied terms in sale of goods contracts business efficacy 102 conditions 229–30 employment contracts 351–2 exclusion clauses 230 hire purchase 229–30 innominate terms 229 offer 65 sources of implied terms 102 statute, implied by 65 supply of goods and services 229–30 trade, custom and practice 102 unfair contract terms, exclusion or limitation of liability and 111–12, 119, 230 warranties 229 implied terms in sale of goods contracts 220–8 bulk or unascertained goods 228 conditions 221 description 111, 112, 114, 220, 221–3, 228 inspection by buyers 226, 228 instructions 225–6 limitation of liability 225–6 notice of defects 225–6 packaging 225 precautions 226 quality 102, 111, 220, 222–8 rejection 228 reliance 223, 227–8 sample, sale by 112, 220, 222, 228 satisfactory quality 111, 220, 224–6 secondhand goods 220 strict liability 220 suitable for purpose, goods must be 112, 220, 227–8 title 111, 220, 221 Unfair Commercial Practices Directive 222 unfair contract terms, exclusion of liability and 111–13, 121, 230 importers of defective products 265, 270 improvement notices 363 incapacity 160–3, 210, 211 inconvenience and expense, frustration and 175 indemnities 205–6 independent advice, taking 144–7, 339–40, 342 independent contractors 342, 350, 356, 362 indictable offences 42–3 individual voluntary arrangements (IVAs) 90 industrial action 353 industrial injuries, liability for 356–61 information defective products 265 requests for information 50 transfer of undertakings 411 injunctions civil proceedings 50 confidentiality 529, 534 equitable remedy, as 50 freezing injunctions 50 intellectual property 518 malicious falsehood 534 nuisance 331, 334 passing off 534 restraint of trade 193 innominate terms 104, 106, 229 inquisitorial system 7–8 insider dealing 481 insolvency 51, 250, 412, 430, 477 see also bankruptcy; winding up inspection 26, 228, 246, 261 instalments 245 instructions 225–6, 266 insurance economic loss 279–80 exclusion and limitation of liability 109 misrepresentation 130 third party insurance 95 unfair contract terms, exclusion of liability and 113 intellectual property rights see also copyright; design rights; passing off; patents; trade marks account of profits 518 damages 518 databases 518 EU law 518 free movement 518 injunctions 518 remedies 518 seizure, delivery up or destruction orders 518 treaties 518 intention to create legal relations 92–4 interest, damages and 189 Internet 489, 507, 527 interpretation 18, 20 see statutory interpretation intervening acts 309–10 invitation to treat 66–7, 69 irrevocable powers of attorney 211 job evaluation schemes 371 joint and several liability 306–7, 423–4 judges adversarial function 7–8 appeals 45–6 civil proceedings 43–4, 46, 50–1 county courts 43–4 district judges 42 European Court of Justice 19, 20 High Court 44 Human Rights Act 1998 32–4 inquisitorial function 7–8 judicial law-making 7, 12 Police and Judicial Cooperation in Criminal Matters 18 Supreme Court 46 jurisdiction 6, 43–4, 49–50 justices of the peace 42 labels 265, 270 land see also occupiers’ liability defective premises 279–80 estate agents 205, 211 579 INDEX Rylands v Fletcher, rule in 332–4 sale of land 73, 191 specific performance 191 writing 64 lasting powers of attorney 211 law reporting system, importance of, 31 leap-frog procedure 46 legal funding 46–7, 53, 55–6 legal personality 420 legal representation 50 legislation 6, 12, 20–9 letters of claim 48 liberty and security, right to 35 licensing compulsory licensing 507, 509, 510 copyright 507 design rights 509, 510 patents 514 trade marks 517 liens 205, 250 limited liability 225–6, 421, 427–30, 432 see also exclusion and limitation of liability limited liability partnerships (LLPs) 424 limited partnerships 423, 427 listed companies 426, 457 loan capital 460–3 loans 460–3, 475 loss of profits, damages for 183–5 lost chances 308 magistrates’ court 42, 44, 45, 362 malicious falsehood 527–8 account of profits 534 damages 534 foreseeability 528 injunctions 534 passing off 528 manslaughter 430–1 manufacturers of defective products 258, 259 marital status, discrimination on grounds of 373, 375 maternity rights 376–7, 400, 406 580 mediation 53 meetings see general meetings memorandum of association 442–3, 444, 448 mental capacity agency 210, 211 contracts 163 necessaries 163 mental distress 186, 187–8 see also psychiatric harm mere puffs 68 minority shareholders, protection of 492–6 Chapter 11 proceedings (Companies Act 2006) 493–4, 495–6 derivative actions 492–4 directors 493–4, 495–6 Foss v Harbottle, rule in 492–3 fraud 493 intervention by Department for Business, Innovation and Skills, shareholders’ power to initiate 495 negligence by directors 493–4 ratification of conduct 493 unfair prejudice, petitions on 494–5 minors beneficial contracts of employment 161–2 care, taking minors into 299 contractual capacity 160–3 guarantees of minor’s debts 163 necessaries 160–1 occupiers’ liability 320, 322–3 ratification of debts 163 restitution orders 163 misrepresentation 128–34 agency 209 breach of contract, actions for 128, 134 burden of proof 132 careless misrepresentation 132 change of circumstances 130 damages 131–4, 135 deceit 131 disclose information, failure to 129–30 facts or law, statements of 128–9, 131 fiduciary relationships 130 forecasts 129 fraudulent misrepresentation 128–9, 131, 132, 135, 137 future performance, estimates of 129 half-truths 130 inducement to enter contract 128, 130–1 innocent misrepresentation 132–3 insurance 130 Misrepresentation Act 1967 134 negligent misrepresentation 132 opinions 128–9 quantum of damages 132–3 reliance 130–1 remedies 128, 131–4, 135 rescission 131–4, 135 silence 129–30 transfer of title 241 voidable contracts 128, 131, 132, 134, 138 mistake 134–42 common mistake 135–6 fraudulent misrepresentation 137 frustration 177 hire purchase 140 identity of other contracting party 136–40 mutual mistake 136 non est factum 141–2 operative mistakes 135, 141 quality 135 rectification 141 remedies 135 rescission 135 signed by mistake, documents which have been 141–2 specific performance 135 subject matter, existence of 135–6 terms 140–1 unilateral mistake 137–41 void and voidable contracts 134–5, 137–8 mitigation 181–2, 185, 190 INDEX moral rights 5–6 motor vehicles subject to hire–purchase contracts, sale of 242 multi-track claims 49–50 names companies 426, 445–6, 448 domain names 446, 516–17, 527 partnerships 422, 425 passing off 527 trade marks 515 national insurance 350, 354 national minimum wage 354 national security 530 necessaries 160–1, 163 negligence 278–314 see also duty of care auditors 481 consent 533–8 contributory negligence 185, 190, 338–9 defective products 258–63, 269–71 directors 493–4 exclusion of liability 110 minority shareholders, protection of 493–4 misrepresentation 132 negligent misstatements 281–6, 290 neighbour principle 259, 260 occupiers’ liability 318 proximity 278 public authorities 296–9, 339 statutory authority 339 unfair contract terms, exclusion of liability and 111, 114 unfair dismissal 401 negligent misstatements 281–6 disclaimers 282, 283–4 duty of care 281–6 economic loss 282, 285–6 foreseeability 281, 284–6 proximity 282, 284 psychiatric harm 290 references 283 reliance, reasonableness of 281–5 social occasions, advice given on 283 special relationships or quasi–fiduciary relationships 282 third parties 283 unfair contract terms, exclusion of liability and 284 negotiations acceptance 67, 73 offer 66, 67 standard terms 73 neighbour principle 259, 260 nemo dat rule 240 nervous shock see psychiatric harm noise nuisance 326–7, 330 non est factum 141–2 non-executive directors 468, 469 note-taking 542 notices exclusion and limitation of liability 107–8, 110, 111 health and safety 363 implied terms in sale of goods contracts 225–6 improvement notices 363 meetings 489–91 occupiers’ liability 321, 324 offer 72 partnerships, dissolution of 424 past dealings 107–8 prohibition notices 363 unfair contract terms, exclusion of liability and 111, 112, 121 warnings 321, 324 wrongful dismissal 398 nuisance see private nuisance; public nuisance obiter dicta 31 objects clause 446 occupiers’ liability 319–25 children 320, 322–3 consent 338 foreseeability 318, 320 identity of occupier 319 knowledge of danger 323 negligence 318 Occupiers’ Liability Acts 318–25, 337 premises, definition of 319 reasonableness 318–19, 323–4 roam, right to 322 special skills, visitors with 321 standard of care 319 trespassers 322–5 unfair contract terms, exclusion of liability and 322 visitors 318, 319–22 warning notices 321, 324 offer 64–72 acceptance 66, 67, 68, 72–5 bilateral offers 64 clearly stated terms 64–5 communication 68 counter-offers 70, 73, 74 custom and practice 65 electronic commerce 67, 69 implied terms 65 intention to business 64, 66–7, 69 invitation to treat 66–7, 69 lapse of time 70–2 mere puffs 68 negotiations 66, 67 notice 72 promises to keep offers open 72 revocation 71 rewards 68 self-service 66 tenders 69 termination of offers 70–2 unilateral offers 64, 68, 69, 72 offers to settle 48 Office of Fair Trading (OFT) 119, 121 off-the-shelf companies 450 ombudsmen services 53 omissions 294–8 duty of care 294–300 false omissions 294 foreseeability 295 moral and legal duties 294 precautions 295 pre-existing relationships 296 third parties, acts of 295 vicarious liability 295 opinions 128–9 orders, duty to obey reasonable orders 352–3 Orders in Council 23 581 INDEX overdrafts 119 overruling decisions 30–1 package holidays 96 packaging defective goods 259, 266 implied terms in sale of goods contracts 225 passing off 524, 526–7 paid-up shares 456 parental responsibility 376–7 parliament European Parliament 19 law-making 21–4 sovereignty of parliament 24 part-exchange 219 part payments 89–90, 92 part performance 171–2 parties 11 partnerships 421–5 accounts 425 agency 422–3 agreements 422 care and skill 422–3 companies, compared with 426–7, 435–6 court order, dissolution by 425 death or bankruptcy 424 deeds 422 dissolution 424–5 fiduciary relationships 422 formation 422 illegal partnerships 424 joint and several liability 423–4 lapse of time, dissolution through 424 limited liability partnerships 424 limited partnerships 423, 427 malicious falsehood 528 names 422, 425 notice of partner to dissolve partnership 424 numbers of partners 422 professional partnerships 422 publicity 425 quasi-partnerships 426 sleeping partners 422, 423 tax 424 unincorporated associations 421 writing 422 582 part-time workers, discrimination against 374 passing of risk 242 passing off 524–7 account for profits 534 damages 534 distinctiveness, loss of 526 domain names 525, 527 false statements 524–5 foreseeability of damage 525 get-up 524 goodwill 524, 525, 527 injunctions 534 Internet 527 packaging 524, 526–7 remedies 534 trade marks 514, 517, 526 patents 510–14, 519 applications 513 compensation for employees for inventions of outstanding benefit 512–13 criminal liability 514 duration 514 employees 512–13 European Patent Convention 518 examination 513 industrial application, capable of 511 infringement 514 inventive step 511–12 licensing 514 novelty 511 offensive, immoral or anti-social behaviour, exclusion of inventions which are 511 ownership rights 514 patentability 511–12 policy 511 publication 513 registration 511–13, 518 searches 513 surgical or therapy processes 511 pathological grief reaction 293 pay agency 201, 205, 211 deductions 354 directors 447, 469, 576 employment contracts 354–5 equal pay 370–3 golden handshakes 476 national minimum wage 354 payments into court 48 penalties 117, 185, 188–9 peaceful enjoyment of possessions 335, 434 pensions 377 per incuriam 29 performance agency 206, 210 delayed performance 173, 176 discharge by performance 170–2, 243–5 divisible contracts 170 employment contract 170 part performance, acceptance of 171–2 prevention of completion 70–1 sale of goods, contracts for the 243–5 specific performance 135, 191–3, 248 substantial performance 171–2 performing rights 507 personal injuries 186, 268, 326 piracy 506 plain, intelligible language 117 planning permission 327 plant and equipment, safety of 357, 358, 360–1 police duty of care 297–8 fair trials 297–8 immunity 297–8 Police and Judicial Cooperation in Criminal Matters 18 proximity 297–8 policy 300, 341, 362, 511 see also public interest political changes to law 11 postal rule 76–7 post-traumatic stress disorder (PTSD) 287, 289–90, 292–3 powers of attorney 201, 211 practical jokes 356 pre-action protocols 48 INDEX precautions defective products 261, 266 duty of care 301–2 health and safety 361 implied terms in sale of goods contracts 226 nuisance 327–8, 332 omissions 295 precedent 7, 29–32, 42, 46 preference shares 457 pregnancy and maternity rights 376–7, 400, 406 pre-incorporation contracts 442 premises, safety of 357, 358, 360–1 premium, shares issued at a 458 pre-payments 178, 179 prescription, defence of 331 price 218–19 prisoners, right to vote of 33 prisons, sex discrimination and 376 privacy 376, 434, 529, 531–4 private and public law private life, right to respect for 36, 299, 335, 434, 529, 533–4 private members’ bills 22 private nuisance 325–31, 337 amenity damage 326–7 burden of proof 329 damages 334 goods on land, damage to 326 foreseeability 328, 329–30 harassment 330–1 Human Rights Act 1998 334–5 injunctions 334 landlords 330–1 locality 326–7 motive 328 noise 326–7, 330 peaceful enjoyment of possessions 335 personal injuries 326 planning permission 327 precautions 327–8 prescription, defence of 331 prevention of nuisance, practicability of 327–8 private and family life, right to respect for 335 proof of liability 325 public benefit 329 reasonableness 326–30 sensitivity of claimant 328 smell 326–7 statutory authority 339 structure of premises 325 subsidence 325 timing, level, duration and frequency of nuisance 327 tree roots, encroachment of 325 who may be sued 330–1 privilege against selfincrimination 434 privity of contract 94–7 agency 95 assignment 95 collateral contracts 95–6 Contracts (Rights of Third Parties) Act 1999 96–7 group, contracts for the benefit of a 95 package holidays 96 reform 96–7 third-party insurance 95 trusts 95 Privy Council, Judicial Committee of the 31 product liability see defective products producers of defective goods 264–5, 267, 270 professional partnerships 422 prohibition notices 363 promissory estoppel 91–2 promoters of companies 442 property damage caused by defective goods 268 proportionality 34 prosecution and defence 11 prospectuses 457 proxies 492 proximity defective products 260–1 discrimination 300 economic loss 280–1 negligence 278 negligent misstatements 282, 284 nuisance 332 police 297–8 psychiatric harm 291, 292–4 wills 280 psychiatric harm 287–94 aftermath 291–2, 294 damages 287 duty of care 287–300 foreseeability 287–91, 294 grief 293 health and safety 357–9 Hillsborough disaster 289–93 involuntary participants 288 love and affection, existence of close bond of 291–3 negligent statements 290 pathological grief reaction 293 post-traumatic stress disorder (PTSD) 287, 289–90, 292–3 primary and secondary victims 287–94 proximity 291, 292–4 public interest 289–90 rescuers 289–90 stress 357–9 sudden and immediate attack on the senses 291, 294 witnesses 291–4 public authorities ambulance services 296–7 care, taking children into 299 courts, as 533–4 discretion 298-9 duty of care 296–9, 339 education and social services 298–9 fire brigades 296–7 gender equality duty 378 Human Rights Act 1998 33–5, 299, 434, 533–4 police 297–8 race discrimination 378 statutory authority 339 transfer of undertakings 411 public interest see also policy confidentiality 529–31, 533 defective products 260, 261 psychiatric harm 289–90 restraint of trade 155 trade marks 516 583 INDEX public nuisance 331–2, 337 criminal offences 331 damages 334 foreseeability 332 highways 342 independent contractors 342 injunctions 331, 334 potential defendants and claimants 331–2 precautions 332 proof of liability 332 proximity 332 reasonableness 332 vicarious liability 342 public and private law public interest 530–1, 533 purchase of own shares 458 purpose of law quality description 222–3 implied terms in sale of goods contracts 102, 111, 220, 222–8 mistake 135 sale of goods, contracts for the 245–6 satisfactory quality 111, 220, 224–6 quantity 244 quantum of damages 132–3, 183, 185–90 quasi-partnerships 426 Queen’s Bench Division 44–5 quorum 490 racial discrimination 378–82 damages 382 direct or indirect discrimination 378, 380 dress codes 382 enforcement of claims 382 EU law 380 genuine occupational qualifications (GOQ) 378, 381 harassment 380 instructions to discriminate, obeying, public authorities, racial equality duty of 378 584 racial grounds and racial groups, meaning of 379–80 religion 379, 382 vicarious liability 381–2 victimisation 381 welfare services 381 ratification 163, 204, 472, 493 ratio decidendi 30, 31 reasonableness duty of care 300–4 negligent misstatements 281–5 nuisance 326–30, 332 occupiers’ liability 318–19, 323–4 orders, duty to obey reasonable 352–3 reasonable adjustments, disability discrimination and 384–5 reliance 281–5 restraint of trade 157–60 unfair contract terms, exclusion of liability and 111–15, 230 unfair dismissal 405 recommendations 390 rectification 141 redeemable shares 457 redundancy 407–10 change of workplace location 408 payments 407–9 selection 407 suitable employment, offers of 409 time limits 409 unfair dismissal 407, 409–10 references 283 reform civil proceedings 47, 49, 54 company law 433, 444, 446, 449 discrimination 391 economic change 11 green papers 22 limited partnerships 423 political change 11 privity of contract 96–7 social change 10 technological change 11 unfair contract terms, exclusion of liability and 120–1 white papers 22 Woolf reforms 47, 49, 54 registered designs 508–10, 518, 519 registered office 446 regulations, reinstatement or re-engagement 406 rejection of goods 228, 248–9 reliance damages 185–6 economic loss 281 implied terms 223, 227–8 misrepresentation 130–1 negligent misstatements 281–5 reasonableness 281–5 religion or belief discrimination 35, 387–8 dress code 382, 387–8 EU law 387 race discrimination 379, 382 sexual orientation discrimination 386 victimisation or harassment 388 remedies see also damages account of profits 207, 354, 518, 534 breach of contract 179–80, 183–93, 245–50 declarations 390 delivery up 518 destruction orders 518 discrimination 390 equitable remedies 191–3 Human Rights Act 1998 33 injunctions 50, 193, 331, 518, 529, 534 intellectual property 518 malicious falsehood 534 misrepresentation 128, 131–4, 135 mistake 135 passing off 534 recommendations 390 rescission 131–4, 135, 147, 191 Rylands v Fletcher, rule in 334 sale of goods, contracts for the 245–50 INDEX seizure 518 specific performance 135, 191–3, 248 unfair dismissal 406–7 remoteness 183–5, 308–11 remuneration see pay replacement or repair, costs of 185, 246–8, 249 reporting restrictions 435 repudiation 105–6, 179–82, 245, 249 resale price maintenance 154 resale, right of 250 rescission 131–3, 135, 147, 191 rescuers 289–90, 336 reservation of title 238–40 resignation 400 resolutions amendments 491 auditors 490–1 directors, removal of 476–7, 490–1 extraordinary resolutions 490 meetings 488, 490–1 ordinary resolutions 490 passing resolutions 491 special resolutions 490 written resolutions 491 restitution orders 163 restraint of trade, contracts in 155–60 business contracts 156 duration 156 employment contracts 155, 156–8 geographical areas 156–7, 160 goodwill 158 illegal contracts 155–60 injunctions 193 public interest 155 reasonableness 157–60 sale of a business, contracts for the 155, 158–9 severance 160 solus agreements 155, 159 trade secrets 155, 156–7 void restraints 160 retirement age, discrimination and 389, 404 return of goods 245 reversing and overruling decisions 30–1 revision technique 546–8 rewards 64, 68, 78, 84 rights issues 457 risk–benefit analysis 301–2 risk management 305 risk, passing of 242 roam, right to 322 Romalpa clauses 238–9 Roman law Royal Assent 22 royalties 506 rules, definition of Rylands v Fletcher, rule in 332–4 accumulation 333 escapes 333 foreseeability 334 non-natural use of land 333 remedies 334 strict liability 333–4 safe system of work 357, 358 safe working conditions, duty to provide 356 safety see health and safety sale of a business, contracts for 155, 158–9 sale of goods contracts 218–32 see also implied terms in sale of goods contracts acceptance of delivery 244–5 agreements to sell 218 ascertained or specific goods 218, 236–7 bailment 239 barter 219 breach of contract 245–50 bulk or unascertained goods 236–7 damages for breach 248–9, 250 definition 218 delivery 236–7, 243–5, 248 factors 240 free gifts 220 future goods 218 goods and services contracts 219 goods, meaning of 219 hire and hire-purchase contracts 219 inspection of goods 246 instalments 245 liens 250 motor vehicles subject to hire purchase contracts, sale of 242 part-exchange 219 payment, refusal of 245–8 performance, discharge by 243–5 possession of goods or title documents, sale by seller in 241 price 218–19 quality 245–6 quantity 244 rejection 245–9 remedies for breach 245–50 repair or replacement 246–8, 249 repudiation 245, 249 resale, right of 250 reservation of title 238–40 return of rejected goods 245 risk, passing of 242 specific performance 248 stoppage in transit 250 terms of contract, compliance with 244, 245 time of the essence 243–4 trading stamps 220 trading standards 222 transfer of title 218, 236–42 Unfair Commercial Practices Directive 222 salaries see pay sale of land 73, 191 sample, sale by 112, 230, 222, 228 satisfactory quality 111, 220, 224–6 search orders 50 secondhand goods 220 seizure, delivery up or destruction orders 518 self-incrimination, privilege against 434 self-induced frustration 176 self-service 66 sentencing 42–3, 362 service, contracts of 330, 350–5, 468–9, 475, 476 services, contracts for 330, 350 585 INDEX services, supply of goods and 219, 229–30, 264–5 settlements 47–8 severance 160 sex discrimination 373–8 continuity of employment 399 direct discrimination 373–4 equal pay 370–3 EU law 374, 377 facilities, lack of 376 gender equality duty on public authorities 378 gender reassignment 378 genuine occupational qualifications (GOQ) 375–6 harassment 374 hospitals and prisons 376 indirect discrimination 374–5 marital status 373, 375 part-time workers 374 pensions 377 pregnancy and parental responsibility 376–7, 406 privacy and decency 376 provisions, criteria or practices 374 unfair dismissal 399 vicarious liability 376 victimisation 375 sexual orientation discrimination 385–7 armed forces ban 386 EU law 386 European Convention on Human Rights 385–6 genuine occupational qualifications (GOQ) 386–7 harassment 386, 387 religion 386 sexually immoral purpose, contracts for a 154–5 shadow directors 469 share capital 456–60 called-up capital 456 classes of shares 456–7 deferred/founders’ shares 457 issue of shares 457–9 issued capital 456 listing 457 meetings 488–9 ordinary shares 456 586 paid-up capital 456, 488 preference shares 457 premium, shares issued at a 458 prospectuses 457 public companies 426, 457 purchase of own shares 458 raising capital 433 redeemable shares 457 reduction in capital, serious 488 reserve capital 456 rights issues 457 treasury shares 457 uncalled capital 456 shareholders 459–60 allotment of shares 459 directors 475 dividends 459 insider dealing 481 liquidation 460 meetings 488–9 minority shareholders, protection of 492–6 rights of shareholders 459–60 share transfers 459, 460 value of shares 460 voting 459, 460 shares see also share capital; shareholders companies limited by shares 430 issue of shares 457–9 transfer of shares 432, 459, 460 sickness see death or illness signatures exclusion and limitation of liability 108 mistake 141–2 non est factum 141–2 silence 77, 129–30 single member companies 426, 429 skill and care see care and skill skills see study skills small businesses audits 480 disability discrimination 383 partnerships 421 unfair contract terms 121 small claims track 49, 51 small print 108 smell 326–7 social changes 10 social occasions, advice given on 283 social or domestic context, agreements made in 92–3 social services, duty of care of 298–9 software 506 sole traders 421 solus agreements 155, 159 sources of law 20–1 spare parts 509–10 specific performance 191–3 continuing obligations 191 employment contracts 191 hardship 192 mistake 135 remedies 191–3 sale of goods, contracts for the 248 sale of land 191 supervision, contracts which require 191 staff rules 351 standard of care 301, 303–4, 319, 470 standard terms 73, 111, 113, 118, 120 state of the art defence 268, 270–1 Statute of Frauds 64, 69 statutes 6, 12, 21–2, 24–9 statutory authority, defence of 339 statutory instruments 23 statutory interpretation 24–9 contextual approach 26 ejusdem generis rule 26 external aids 25 golden rule 26 Hansard 25 Human Rights Act 1998 32, 33 intrinsic aids 25 judicial presumptions 28 literal rule 26–7 mischief rule 27 purposive rule 27–8 rules 26–7 strict liability 28–9 INDEX stigma damages 186 Stock Exchange 457, 461 stoppage in transit 250 stress 357–9 strict liability defective products 264, 268 health and safety 360 implied terms in sale of goods contracts 220 Rylands v Fletcher, rule in 333–4 statutory interpretation 28–9 study skills 12–14, 542–8 checking 542–3 note-taking 542 reading 542 revision and examination technique 546–8 time management 542, 546 writing assignments 543–6 subject matter, existence of 135–6, 173, 177 subject to contract 73 subsidence 325 subsidiaries 427 substantial and material property transactions 475 substantial performance 171–2 success of the company, promotion of the 472–3 summary dismissal 398 summary offences 42 supervening events, frustration and 172–5 suppliers of defective goods 265 supply of goods and services 219, 229–30, 264–5 supremacy of EU law 18, 20 Supreme Court 46 sureties 145–7 surveillance of employees 424 takeover bids 474 tax 350, 354, 424, 433 technological change 11 tenders 69 terms of the contract see also unfair contract terms, exclusion of liability and articles of association 446–7 breach 103–6 commercial practice 105 conditions 103–5, 179, 221 custom and usage 106 damage test 104, 105 employment contracts 351–2 express terms 351 implied terms 102, 229–30 innominate terms 104, 106, 229 mistake 140–1 repudiation 105–6 sale of goods, contracts for the 244, 245 standard terms 73, 111, 113, 118, 120 termination for breach 105–6 time of the essence 105 transfer of undertakings 412 warranties 103–5, 179, 229 thin skull rule 310–11 third parties agency 209 defective products 267 directors 470, 473 health and safety 356 insurance 95 negligent misstatements 283 omissions 295 privity of contract 94–7 undue influence 147 tickets 107, 110 time of the essence 105, 243–4 time limits 269, 398, 409 time management 542, 546 time off 377 title see also transfer of title implied terms in sale of goods contracts 111, 220, 221 reservation of title 238–40 tort 154–5, 209 see also defective products, tort liability for; duty of care; negligence; occupiers’ liability trade custom and practice 65, 102, 106, 351 trade marks 514–17, 519 applications 516 assignment 517 distinctiveness 515–16 domain names 516–17 duration of protection 516 emblems 515, 516 EU law 515, 518 graphical registration 515 identical or similar marks 514, 515, 516–17 infringement 514, 516–17, 526 licensing 517 morally offensive, marks which are 516 names 515–17 ownership 514 passing off 514, 517, 526 public interest 516 purpose 514 registration 514–17, 518 treaties 518 unregistered marks 514 trade secrets 155, 156–7, 529 trade unions 352, 406 trading stamps 220 trading standards 222 transfer of shares 459, 460 transfer of title ascertained or specific property 236–7 bailment 239 bulk or unascertained goods 236–7 deliverable state, meaning of 236–7 estoppel 240 factors 240 intention 236–7, 242 lapse of time 237 misrepresentation 241 motor vehicles subject to hire purchase contracts, sale of 242 nemo dat quod non habet rule 240 non-owners, transfer by 240–2 possession of goods or title documents, sale by seller in 241 reservation of title 238–40 risk, passing of 242 Romalpa clauses 238–9 sale of goods, contracts for the 218, 236–42 voidable titles 241 587 INDEX transfer of undertakings 410–12 continuation of existing terms and conditions 412 employee liability information, provision of 411 EU law 410, 411 information and consultation requirement 411 insolvent businesses 412 job security 412 public authorities 411 relevant transfer, meaning of 410–11 service provision change 410 undertakings, meaning of 411 treasury shares 457 tree roots, encroachment of 325 trespassers 322–5 tribunals 54–6 trust and confidence, mutual duty of 355 trusts 95 typographical arrangements of published works 504 ultra vires 424, 446, 448–9, 472 undue influence 144–8 affirmation 147 bank–customer relationships 145–7 bona fide rights over property, third parties with 147 constructive notice 145–6 delay 157 fiduciary relationships 144–5 independent advice 144–7 presumed undue influence 144 rescission 147 spouses 145–6 sureties, spouses as 145–7 voidable contracts 144, 147 Unfair Commercial Practices Directive 222 unfair contract terms, exclusion of liability and 110–21 bargaining power, imbalance in 112, 113, 114–16, 121 breach 111–12 burden of proof 120, 121 business liability 110, 112 consumer, definition of 112, 116, 117 588 core terms 116 course of business 112 enforcement 119 EU law 116 good faith 116–18 implied terms 111–12, 119, 230 indicative list 117–19 inducements and choices 112–13 insurance 113 micro-businesses, protection for 121 negligence 111, 114, 284 negligent misstatements 284 non-negotiable terms 116 notices 111, 112, 121 occupiers’ liability 322 Office of Fair Trading 119, 121 overdrafts, charges for 119 penalties 117 plain, intelligible language 117 prior knowledge 113 reasonableness 111–15, 230 reform 120–1 regulations 116–20, 230 sale of goods contracts, implied terms in 111–13, 121, 230 special requirements 113 standard terms 111, 113, 118, 120 statutory controls 110–15, 120, 230 writing 117 unfair dismissal 398–407 ACAS Code of Practice on Disciplinary Practice and Procedures 405 ACAS grievance procedures, compliance with 400–1 actual dismissal 400 age discrimination 389, 404 appeals 405 automatically unfair dismissal 405–6 capability 402 compensation 406–7 constructive dismissal 400 continuity of employment 399–400, 405, 406 deemed dismissal 400 economic reasons 404–5 eligibility to claim 399–400 EU law 399 fair reasons for dismissal 399, 401–5 good faith 402 grounds for dismissal 401–5 long-term sickness 402, 404 maternity rights 406 meetings 405 misconduct 402–3, 405 negligence 401 proof of dismissal 399, 400–1 reasonableness 405 redundancy 407, 409–10 reinstatement and re-engagement 406 remedies 406–7 reputation of company, damaging the 403 resignation 400 retirement age, age discrimination and 389, 404 sex discrimination 399 some other substantial reason 404 statutory restrictions 404 trade unions 406 victimisation 405 warnings 405 wrongful dismissal 398–9 unfair prejudice, petitions on 494–5 unfit conduct by directors of insolvent companies 477 unincorporated associations 421 veil, lifting the corporate 427–30 vicarious liability 339–42 agency 209 bullying and harassment 341 companies 420–1, 431 disability discrimination 385 health and safety 342 hospitals 342 independent contractors 339–40, 342 nuisance 342 omissions 295 outside scope of employment, acting 340–1 INDEX policy 341 race discrimination 381–2 service, contract of 330 services, contracts for 339 sex discrimination 376 victimisation 375, 381, 385, 388, 405 visitors to premises 318, 319–22, 362 voluntary assumption of responsibility 281 voting 459, 460, 491–2 wagering contracts 154 wages see pay warnings defective products 266, 270 occupiers’ liability 321, 324 unfair dismissal 405 warranties 103–5, 179, 229, 248–9 welfare services 381 white papers 22 wills 280 winding up 432, 433, 460, 475 witnesses 50, 291–4 Woolf reforms 47, 49, 54 work and staff rules 351 work, duty to provide 355 working time 352 writing consumer credit 64 formation of contracts 64 land 64 partnerships, formation of 422 unfair contract terms, exclusion of liability and 117 writing assignments, skills for 543–6 written statement of employment particulars, contents of 350–1 wrongful dismissal 186–7, 398–9 589