Law & Business 2014

Law &Business

Newsletter from Wright HassallISSUE 3 SUMMER 2014

wrighthassall.co.uk

Peter Beddoes35 years with Wright Hassall -stepping down but not retiring

FOCUS ON…PEOPLE MATTERS

Leonard Cheshire DisabilityWe look at the work and history of one ofthe most respected charities in the UK

Talking Point“

hen writing this, I was reflecting on a summer of

sport which saw the England football team

departing early from the World Cup, Andy Murray

out of Wimbledon and our hopes of another Tour de France

victory dashed in northern France. I was slightly more

heartened by a rousing, albeit last ditch, attempt by the

England cricket team to avoid defeat at Headingly. As a lifelong

cricket fan I was hoping to see the greatest rearguard in Test

history rescue the second test against Sri Lanka but hopes

were dashed on the penultimate delivery.

Sport aside, the first six months of 2014 have seen considerable

optimism as the business community shares in the view that

economic prospects are the brightest they have been for quite

a while. Indeed, the CBI said its May survey of manufacturers,

retailers and firms across the service sector showed the

economy growing at its fastest pace since its records began in

2003. However, what will happen to interest rates and the

housing bubble will very much depend on Mr Carney and the

Bank of England so we may need to dampen our enthusiasm

somewhat.

In this edition, we talk to Peter Beddoes who is retiring from

Wright Hassall after over 35 years with the firm. From his early

days with the firm, Peter has seen Wright Hassall become the

commercial firm it is today; we take a trip down memory lane

with him as to what will be his lasting memories of the firm.

We also take a look at permitted development and the

changes to the planning regime. Will the simplification of the

planning system enable developers to get straightforward

projects off the ground quickly?

In Shakespeare’s 450th birthday year, we talk to Marina Zain

who has recently joined the RSC as their Head of Legal. The

RSC is quite an incredible success story and Wright Hassall is

extremely proud to be a corporate sponsor of this world class

theatre on our doorstep. In 2012/13 the RSC put on 1,711

performances welcoming one million people to their theatres in

Stratford. With everything made locally – from costumes to

swords to severed limbs! – the theatre’s turnover reached £62.6

million having secured a 75% increase in box office sales.

I hope that you enjoy this issue of Law & Business. If you have

anything you would like to see in future editions, do let me

know.

WelcomeNick AbellSenior Partner

W

AUGUSTSaturday 2 and Sunday 3 August – Art in the ParkArt, music and theatre from11am in Jephson Gardens,Leamington Spa

Saturday 16 August –Warwick RegattaWarwick Boat Club hosts the26th Anniversary WarwickRegatta

SEPTEMBERFriday 5 September – HR InvestigationsA half-day training sessiondelivered by Wright Hassall’sHR Consultants

OCTOBERTuesday 7 October –Employment Law UpdatePopular bi-annualemployment law update

Friday 17 October – AnnualConstruction ConferenceFree half day conference forconstruction and propertyprofessionals. Confirmedtopics include:

• Health & safety in theconstruction sector

• Commercial sustainability inconstruction

• R&D Tax credits

• National AutomotiveInnovation Campus, aproject case study

NOVEMBERThursday 20 November –Leamington Music Prize-winner’s ConcertMusic from the Vickers BoveyGuitar Duo, winners of the2014 Leamington Music Prize

DECEMBERWednesday 3 December –Annual Agricultural UpdateAnnual update from Paul Riceand the Wright Hassallagriculture team

Law&Business SUMMER 2014 01

Forthcoming EventsTo find out more about these events visit www.wrighthassall.co.uk/eventsor email [email protected]

Call

Wright

Hassall!

Contents

02 Law&Business SUMMER 2014

03 Talking Point - Leonard Cheshire DisabilityA look at the work and history of one of the most respected

charities in the UK

05 Changes to the Planning Regime:Permitted Development Rights

07 Business Profile - Marina ZainThe RSC’s recently appointed Head of Legal

09 Focus on… People Matters- Flexible working- Equal pay audits- Zero hours contracts no longer exclusive- Do employers have to make adjustments for carers of disabled people?

- ACAS Early Conciliation - who should ACAS contact?- Recent immigration rule changes and updates- Court upholds re-worded non-compete covenant

11 Peter Beddoes35 years with Wright Hassall - stepping down but not retiring

13 How confident are you that your standard terms of sale or standard terms of purchase are correct?

13 Your statutory responsibilities as acompany director

14 Welcome to… - Michael Hiscock - Christopher Jones- Iain Harrison

15 Letting commercial buildings with a poorenergy efficiency rating after 2018

16 To guarantee or to indemnify?

17 2014 Wright Hassall Charity Quiz

18 WH in the Community- WH at the heart of the community- 10 years on the run - 10th Regency Run

11

15

13

17


Talking Point“

heshire had been a true war

hero. In the Second World War

he was assigned to Bomber

Command and became one of the

RAF's youngest commanding officers.

His legendary war career included

eight months leading 617 Squadron –

the Dambusters – and he became the

most highly decorated bomber pilot

when he was awarded the Victoria

Cross in 1944.

At the end of the conflict, Leonard

realised that he was one of the lucky

ones and was seized with a desire to

make the world a better place. He was

able to do that when he received a call

from a local hospital, asking if an

acquaintance who was dying could

come and live with him.

Now, nearly 70 years and more than

20 years after Cheshire’s death the

charity he founded has more than 100

care homes and offers

accommodation, personalised care,

social, education and leisure services

for adults and children with physical

and sensory impairments, with

learning disabilities and people with

an acquired brain injury.

Victoria Epplestone, Head of Asset

Management at Leonard Cheshire

Disability, said: “We have used WrightHassall for about three years on anincreasing basis covering a number ofdifferent property areas.

“By taking our property legal workout of London we were able to reduceour legal costs but still maintain thehighest quality of advice and service,and that is what we have done.

“In my area, they have looked at allproperty matters – freeholds, leases,acquisitions and disposals.

“That is a considerable amount ofwork as we have a diverse portfolio.

“We have been really impressed withthe work they have done. There is a

A single act ofkindness by formerRAF pilot LeonardCheshire just threeyears after the end ofthe war – when hetook a dying man intohis home – spawnedone of the mostrespected charities inthe UK.

C


high level of legal expertise andknowledge amongst the teams wedeal with and they always respondquickly and professionally.”

The charity’s origins are firmly based

in the 1940s and 1950s, a time when

disabled people were very much

bottom of the list of NHS priorities,

often left to manage on their own, or

rely on others so the need for the

services of Leonard Cheshire Disability

grew rapidly.

By 1955, there were five homes in the

UK and the first overseas project had

begun outside Mumbai in India.

The 1960s saw rapid expansion and by

1960 there were over 50 services in

the UK, five in India and activities in 21

other countries around the world.

The charity began to diversify and the

early 1970s saw it trialling a care in the

community project on the UK south

coast. That was then rolled out

successfully, and support at home

became one of the many services now

offered by the charity.

That commitment to home supporthas manifested itself into one of thecharity’s key campaigns, the 15minute care campaign. Leonard

Cheshire has been campaigning toend inappropriate 15 minute carevisits, which are insufficient inproviding disabled people with thehigh quality personal care andsupport they need.

With around two-thirds of local

councils providing disabled people

with 15 minute care visits, in July 2013,

Leonard Cheshire Disability

announced it would no longer bid for

future contracts providing 15 minute

home care visits for disabled

people.

The charity has

made real progress

with several local

councils in England

already committed

to stop

commissioning 15

minute visits. The Labour party

also announced it would put an end to

15 minute visits completely.

Leonard Cheshire has always been

proud of its royal patronage, with the

Queen being patron of the charity

since 1980. In May this year, the Queen

and the Duke of Edinburgh hosted a

reception at St James’s Palace for

Leonard Cheshire Disability. More than

180 guests including Professor

Stephen Hawking, Fiona Phillips,

Esther Rantzen, James Beattie and

Dame Mary Peters joined the Queen

and the Duke of Edinburgh to

celebrate the charity’s work.

In keeping with the royal connections,Sandringham was the setting for thecharity’s Cycle Together event in Maywhich saw 500 cycling enthusiastsput forward their pedal power to raisean impressive £20,000 for LeonardCheshire Disability.

Bringing things right up-to-date,

Leonard Cheshire Disability’s latest

campaign saw the launch of its Home

Truths report in July 2014, revealing

the ‘Victorian’ conditions that many

thousands of disabled people in Great

Britain are living in. The report

revealed that more than one in 10

British adults has a mobility problem

but that a severe shortage of

disabled-friendly housing is forcing

many of them to live in serious

discomfort.

Leonard Cheshire Disability Home

Truths Campaign is calling on all

house-builders and political parties to

commit to building more disabled-

friendly homes. The campaign’s

ambition is to ensure that all new

builds are lifetime homes, 100% fully

accessible and provide disabled

people with the choice to live in

homes that are suited to their needs.

For over 65 years, the charity has

supported disabled people in many

different ways and the social need

remains as acute as it was when

Leonard Cheshire took that call from

his local hospital. To find out more

visit www.leonardcheshire.org.

Leonard Cheshire Disability’s latest campaignsaw the launch of its Home Truths report inJuly 2014, revealing the ‘Victorian’ conditionsthat many thousands of disabled people inGreat Britain are living in. 2

014

ince May 2013 a number of permitted development

rights (PDRs) have been introduced with the most

recent tranche in April 2014. The planning system

now rests on a three-tier system: permitted development

rights for domestic and small scale changes; prior

approval for developments requiring consideration of

specific issues such as highways and flooding; and

planning permission for larger scale developments which

have a major impact on the surrounding area. These

changes reflect the changing nature of the high street

with an emphasis on bringing redundant buildings back

into productive use as well as the government’s desire to

speed up the planning process generally. However, some

experts consider that this new system will not help to

expedite matters more quickly as planners still need to

process ‘prior approval’ applications

Permitted Development Rights

There are a number of features common to most of the

PDRs introduced in 2013 and 2014. If the site of the

proposed development is, or forms part of, a safety

hazard area or a military explosive area; or if the building is

listed or a scheduled monument, it will not be allowed.

Likewise, if it falls with an ANOB, SSSI or National Park,

PDRs do not apply and the development will need

conventional planning permission. These rights are also

accompanied by a ‘prior approval’ process whereby, in

certain cases, the developer will need to notify the local

planning authority of any proposed change of use so that

the LPA can decide whether or not prior approval (which

requires consideration of the impact of traffic, flooding,

contamination, and how the development ‘sits’ within the

general location) is needed.

Changes to PDRs since May 2013

• A new Class J allows the conversion of offices to

residential use except where the building is on article

1(6A) land which essentially covers land in 17 local

planning authorities which has been exempted from the

provisions. These changes are limited to three years,

expiring in May 2016, but with a view to extending the

period if the pilot is deemed a success.


CHANGES TO THEPLANNING REGIME:

From the outset of thisParliament, the Governmenthas undertaken to streamlineand simplify the planningregime and, as such, has madea number of changes insupport of this commitment.

PERMITTEDDEVELOPMENTRIGHTS

Pritpal Singh Swarn, [email protected]

S

http://www.wrighthassall.co.uk/people/pritpalsinghswarn/


• PDRs relating to domestic

extensions have been changed to

allow householders to apply for

extensions up to eight metres (up

from four metres) for a detached

house and up to six metres (up from

three metres) for all other houses

providing that prior approval has

been sought via the neighbour

consultation scheme and that the

development is completed by 30

May 2016. Listed buildings, flats and

maisonettes are not covered by

PDRs and dwellings within a

conservation area are also exempt

from exercising PDRs.

• Class M allows an agricultural

building to be converted to a range

of commercial uses including shops,

offices, restaurants, hotels and

storage. However, the building has

to have been solely in agricultural

use on 3 July 2012 and must not

exceed 500m².

Changes to PDRs introduced April 2014

• New Class CA allows a building used

as a shop to be used as a bank, a

building society, a credit union or a

friendly society;

• New Class IA allows buildings used

as shops or for the provision of

financial or professional services to

change to residential use;

• Class K is expanded to allow

buildings used for a variety of uses

to become nurseries;

• New Class MA allows agricultural

buildings to become schools or

nurseries; and

• New Class MB allows agricultural

buildings to change to residential

use.

Change of use from retail to

residential (Class 1A)

1 The cumulative floor space for

retail/commercial buildings being

converted cannot exceed 150m².2 If permitted development rights

have already been exercised, for

instance, in the conversion of a

building into a shop, they cannot be

exercised again – any further

conversion will need planning

permission.

3 Before the redevelopment begins,

prior approval has to be sought

from the Local Planning Authority

and the development must be

started within three years of prior

approval being granted

4 The building cannot be demolished;

any demolition allowed is only as

much as is required to complete the

conversion.

5 The dimensions of the new building

must be the same as the existing

one.

6 The building to be converted must

have been in regular commercial use

for at least 10 years prior to 20

March 2013 in order to qualify.

Change of use from agricultural to

residential (Class MB)

1 The cumulative floor space for

agricultural units being converted

cannot exceed 450m² and no morethan three residential units are

allowed.

2 If the site is occupied under an

agricultural tenancy then the

express consent of both landlord

and tenant must be sought.

3 Prior approval has to be sought

from the Local Planning Authority

and the development must be

started within three years of prior

approval being granted

4 The building cannot be demolished;

any demolition allowed is only as

much as is required to complete the

conversion.

5 The building to be converted must

have been in regular agricultural use

for at least 10 years prior to 20

March 2013 in order to qualify.

Prior Approval

The system of prior approval was

expanded to include a much wider

range of developments and although

the system only allows LPAs to take

into account a narrow set of

potentially severe impacts (flooding,

traffic, contamination and locality),

some LPAs may be tempted to use it

to delay developments particularly as

it also has be considered within the

context of the NPPF (but not local

plans). Although some PDRs can be

applied in sensitive areas, LPAs can

issue an Article 4 direction if they

believe that the development is

inappropriate. An LPA has 56 days

from receipt of application to respond;

if it does not respond within this

timescale, permission is automatically

granted.

Class J in particular, the right to

convert office buildings into residential

use (subject to prior approval) is

proving to be contentious notably in

urban areas. Developers do not have

to include affordable housing in such

developments which gives LPAs no

room for negotiating section 106

agreements. It is reported that several

London boroughs are seeking

exemption on the basis that PDRs are

adversely affecting economic activity

which will not be offset by the benefits

brought by extra housing.

Summary

The changing face of our high streets

and the pressure for affordable

housing for those working in rural

areas means that these new permitted

development rights should be

welcomed. There are a number of

reasons why simplifying the planning

system is a positive step: it should

allow people to get fairly

straightforward projects off the

ground quickly; it should help to

unblock the system by reducing the

number of smaller applications; and it

should allow the planning authorities

to concentrate on larger, more

complex projects. However, what is not

entirely clear is how some of these

proposals, particularly the conversion

of commercial buildings into

residential, will impact on local plans

for housing and economic provision.

THE SYSTEM OF PRIOR APPROVAL WASEXPANDED TO INCLUDE A MUCH WIDER RANGE

OF DEVELOPMENTS

he RSC’s recently-appointed

Head of Legal shared a

common view of the company

before she moved “backstage”.

She said: “I had a very limited view – I

used to think they put on plays and

that was about it!”

The last year has certainly been an

eye opener and provided her with the

fullest insight into the breadth of

activity of the RSC, the scope of its

influence and also the important role

it plays in the local and regional

economy.

Marina first joined the company

almost a year ago, taking up the legal

reins from her predecessor Caroline

Barnett on an interim basis.

Her role is simple – she oversees all

things legal inside the RSC and its

family of companies.

She had moved to the UK from her

native Malaysia and, after leaving

British American Tobacco, had spent

time contracted with a variety of IT

companies.

“I got a call to say would I like to work

for the RSC,” she explains. “It was

certainly different but one thing I

have learned is that there is a

common thread through businesses.”

“If you are an organisation which

produces a product of any kind that

you then sell on to the public, there

will be a great number of common

problems and issues. The industry

lingo might be different but that’s it.”

“It was not as different as I thought it

might be. Every job I have done is

about getting inside the business by

providing solutions; being able to

take a position on something is a

luxury.”

And even venturing into the world of

theatre has not seen a massive

departure for Marina.

T

Marina Zain The RSCMarina Zain’s take on how the Royal ShakespeareCompany (RSC) has changed in the last year or so.


Business Profile

“Creative people are very like

sales people in a way,” she said.

“They are driven, they have a

product and they want to get it

out there. You could say that

with creative performers they

are driven by kudos and with

sales people it is deals and

money, but the attitude to how

they bring that about is the

same. I have found them very

similar.”

“I do practically everything

because we are a small team –

just two of us! It is a lot of work

over a wide area so it brings

great variety. I can be doing 10

things in a day – ranging from

drafting and negotiating a

contract for someone who is

staging a fireworks display or

preparing a Board paper

through to setting up a new IT

system for the Legal

department .”

Marina’s first venture to the UK

came as a teenager when she

was picked out by her school

as the perfect candidate for a

role in law – even though it had

not been her first choice.

She said: “I wanted to do

economics but was offered a

scholarship to do law instead. After

the equivalent of A-Levels, based on

results and extra-curricular activities,

you can get offered a scholarship and

luckily for me I was chosen.”

“When I came to Bristol University it

was the first time I had come to the

UK. I was 18 and I vividly remember

my father brought me over, travelled

to the university and then said “Right,

I’m off”.

“I shut the door and realised my

family and many of my friends would

be thousands of miles away. The girl

opposite me, her parents lived 60

miles away and she was weeping

copiously. It makes you grow up

really quickly.”

After completing her degree she

returned home to Malaysia and

worked for IBM and then British

American Tobacco (BAT).

She said: “I joined BAT when they

were consolidating their IT

operations into four shared services

hubs – Malaysia, Germany, South

Africa and Brazil. I was part of a team

of seven, but I was the only lawyer, to

manage that consolidation which

involved people, contacts and

assets.”

“That took two years but then I

stayed on because they recognised

that they needed experienced IT and

commercial lawyers to handle that

part of the business.”

Her return to England was not a

calculated career choice – but

inspired through romance. Marina

met her husband, Nick, at BAT and

when they married, she relocated to

the UK.

After a good few years with BAT,

Marina craved more variety and had a

spell contracting before the call came

from the RSC.

And a year in, she is fully immersed in

all things RSC and transforming the

role.

“The time has absolutely flown by

and has been enormously enjoyable,”

she said. “There has been a

massive variety of work but

some of the major things have

involved, amongst others, the

digitisation of contracts and

other documents – which you

can imagine is quite a task –

and establishing a panel of law

firms.”

“The reach of the work we do

has surprised me. For example,

the RSC has a very substantial

education practice, we do a lot

of work with other charities,

over 3000 schools nationally

and we get involved with a

great number of local and

international businesses and

organisations.”

“We also work with other

organisations to promote

Stratford as a general tourist

destination and we do a great

deal of work with regional

theatres. The volume and

diversity is incredible.”

“We all feel a great sense of

responsibility for everything we

do and the fact that we are, to

a large extent, publicly funded

means that we have to make

the most of our resources.”

“We are also a major employer and

property owner in the town – we own

around 80 properties with the vast

majority being in Stratford.”

“I think I am now an RSC person to a

fair degree but I think I also have to

maintain a certain distance to do my

job effectively. You certainly can’t be

a groupie. It helps to have an interest

and that is important, but not to be

blinded by it all.”

“I am certainly more interested in the

mechanics of theatre now than

before I arrived. It is fascinating how a

production is put together and it was,

for example, brilliant when we had

Wolf Hall here to be able to watch the

technical rehearsal in the presence of

Hilary Mantel.”

“Every time my husband and I go to

the theatre now, I am always looking

round and explaining things and he

has to say ‘Just shut up and watch

the play’!”

“We are also a major employerand property owner in the town– we own around 80 propertieswith the vast majority being inStratford.”



Zero hours contracts no longer exclusiveGemma Faulkner, Legal [email protected]

After the consultation into zero hours contracts(which closed on 19 March and attracted around36,000 responses), Vince Cable has announcedplans to ban exclusivity clauses. There are noplans to ban the contracts themselves as thereis a widespread acknowledgement that, whenused properly, they are a valuable tool for both employees and employers.

FOCU PEOPMATT

FLEXIBLE WORKINGSuki Harrar, [email protected]

Since 30 June 2014, all employees with at least 26 weeks’continuous employment, and regardless of their personalsituation, can ask to work flexibly for any reason.

However, employers are under no obligation to grant such a request providing

they can demonstrate they have dealt with it in a reasonable manner and within

three months of the request being lodged. Employers are reminded that they can

still only refuse a request for one (or more) of the eight reasons set out in the

existing legislation.

If you would like assistance in dealing with flexible working requests under the

new legislation, Wright Hassall is currently offering a flexible working toolkit

comprising flowchart and template letters for just £90 plus VAT. To find out

more, contact Sarah Stokes on 01926 884684.

From 1 October 2014, employers found inbreach of equal pay legislation will have tocarry out equal pay audits.

These requirements have just been published in the draft Equality

Act 2010 (Equal Pay Audits) Regulations 2014 and will only apply

to equal pay claims presented on or after that date. Certain

categories of employer will be exempt: micro-businesses, new

businesses and certain employers who carried out equal pay

audits in the three years preceding the identified breach. An audit

would involve the publication of relevant gender pay information;

identify any differences in pay between men and women and the

reasons for those differences; include the reasons for any

potential equal pay breach identified by the audit; and set out the

employer's plan to avoid breaches occurring or continuing.

Ian Besant, [email protected]

A recent decision in the case of Hainsworth v Ministry of Defence

confirms that employers are not required to make reasonable

adjustments for employees who are carers of disabled people. The

claimant, who had a disabled daughter asked to be relocated from

Germany back to the UK in order to accommodate her daughter’s

educational needs which could not be met in Germany. She was

given leave to appeal the EAT’s decision that the duty to make

reasonable adjustments under the Equality Act only applies where

the employee or job applicant is disabled and not for employees

responsible for a disabled person. The Court of Appeal upheld the

EAT’s decision.

Equal pay auditsSarah Stokes, Head of HR [email protected]

Do employers have tomake adjustments forcarers of disabled people?

http://www.wrighthassall.co.uk/people/sukiharrar/

http://www.wrighthassall.co.uk/people/sarahstokes/

http://www.wrighthassall.co.uk/people/gemmafaulkner/

http://www.wrighthassall.co.uk/people/ianbesant/


ACAS Early Conciliation – who should ACAS contact?

ACAS will discuss the claim with the

claimant and contact the claimant’s

employer to determine whether the

parties are prepared to negotiate

settlement of the matter prior to

proceedings being issued.

ACAS will act as an ‘honest broker’encouraging employee and employerto have a ‘without prejudice’conversation to try and resolve theirdifferences. If this doesn’t work, ACASwill issue a certificate, confirming that

pre-claim conciliation has been tried,

with which an employee can issue a

claim.

In order to ensure that ACAS contacts

the correct person within the

organisation, it is compiling a list of HR

contacts. This will avoid managers

who are not trained in HR becoming

involved and potentially compromising

the company’s position.

If you are interested in registering your

contact information with ACAS, you

can obtain more details by emailing

them. The list is aimed primarily at

large employers with 1,000+

employees, although smaller

employers can also enquire about the

service.

Court upholds re-wordednon-compete covenant

The offending clause sought to

prevent the employee from joining a

competitor and dealing with any

products in which he was involved

during his employment. As no

competitor would ever be selling the

claimant employer's products, the

clause was rendered useless. The

court, realising this was a drafting

error, corrected it by considering

what a reasonable person would

have understood the parties to have

meant by their use of the language.

In a somewhat surprising decision,

the court was prepared to take a

commercially sensible view by

upholding the re-worded covenant,

finding that there was a legitimate

interest to protect, and that the non-

solicitation and non-dealing

covenants in the contract would not

provide sufficient protection on their

own, even when coupled with the

restriction on using the employer's

confidential information. In the

circumstances, it was reasonable to

restrain the employee from being

involved in the provision of

competitive activities until the expiry

of the 12-month period.

Recentimmigrationrule changesand updates

A number of changes were made tothe Immigration Rules from April2014 including changes to themaintenance requirement for PBSMigrants and dependants as well aschanges relating to Tier 1 and Tier 2of the Points-Based System. Formore information about any of thesechanges, please contact MarianDixon, Head of BusinessImmigration.

Marian Dixon, [email protected]

Ian Besant, [email protected]

Emma Wellard, [email protected]

The High Court granted an injunction to enforce a12-month non-compete restrictive covenant which,if read literally, offered the claimant employer, asoftware developer, no protection at all.

S ON…LEERS

From 6 May 2014 those wishing to lodge a tribunalclaim against their employer must contact ACAS andenter into the Early Conciliation process.

http://www.wrighthassall.co.uk/people/ianbesant/


eter has stepped down – not retired – after 35 years atWright Hassall.

For 17 years of that time, he was theman at the helm of the company,helping to transform it from atraditional solicitors’ practice into themodern, multi-disciplinary law firm it istoday.

His career at WH has coincided withits growth from 30 staff and fivepartners, to 230 staff and 35 partners– and he has been the architect ofmuch of that growth.

“The law profession was certainly very

different in those days. It was muchmore relationship-based and anycompetition was around theprofessional offer rather than cost orvalue,” he explained in the week hesaid his goodbyes.

“There were many more generalpractices then and fewer specialists. I was certainly one of the firstcommercial lawyers in this area, forexample.

“To be fair to Wright Hassall, thepartners had realised how that woulddevelop and were ahead of their time.They had already started down thatroute.”

Beddoes had joined the firm in 1979after training with Brindley Twist, andwithin three years he was a partner,and then a part owner two years afterthat.

“The profession was changing and Iand others recognised that we had tobe at the forefront of that. The oldguard understood that and werehappy to step aside, knowing that wehad to take the firm down a new path.

“I was made managing partner in 1991and, supported by young andprogressive partners, we really shapedthe company.

Peter Beddoes

P

LAWYER / BUSINESSMAN / CRICKETER / GOLFER / FAMILY MAN…


“In the past management had beentop down and the partners simply didnot have the people or managementskills and training. That is no criticismof them and they were very good attheir jobs, it is just how it was doneback then.

“I have always been interested inmanagement and the way thatcompanies work. In fact while Istudied law, I would regardmyself first and foremost as abusinessman.

“In my early days at WrightHassall I would put myselfforward for no end of trainingcourses – much to theamusement of the partners!”

What has developed fromthat early reshaping is alaw firm which standsfirmly on four legs –litigation, commercial,private client andproperty.

They don’t all thrive at thesame time, but while some

suffer, others do well, while others,such as private client, are steadyperformers.

“That model serves us well, and I thinkis one of the main reasons we havesurvived and thrived.

“Some other firms have done itdifferently. Some of the larger firms inBirmingham, for example, have off-loaded their private client operationsbecause they were not sexy. Theywanted to do the large commercialdeals, but that moved them away fromtheir core market.

“Our model is very secure, and I thinkwe have the balance right. It has

certainly helped us through the lastcouple of recessions.”

The largest visible change to WrightHassall during Beddoes’ time at thehelm was the move from Leamingtontown centre to its currentheadquarters on Europa Way.

“It was a movewhich had to bedone for manyreasons, and oneof the primarydrivers was tochange theculture. We areopen plan withpartners workingin the midst oftheir teams, andthat isparticularlyimportant forbuilding a goodteam ethos.

“It was too easy in our last building towork in silos and that simply did not fitthe way we were progressing. It wasvital that we did it, and it has workedwell.”

While Beddoes may well have formedsome of his business approach ontraining courses, his ethos ofteamwork and commitment wasshaped on the playing fields.

To say he was a good sportsman issomething of an understatement. Hestarred in the centre and on the wingfor Moseley in the days when theReddings outfit was a top grade rugbyclub. If then was now, he would havebeen a professional rugby player.

He shared the field with, and scoredagainst, some of the great names of70s rugby, and only hung up his bootswhen he was 42.

He also played cricket to a highstandard and has been captain andchairman of Leamington Cricket Club.

It’s ironic, then, that he joined WrightHassall as a result of a batting failure.Having been bowled for a duckplaying against Wellesbourne, he wentfor a disgruntled walk around theboundary rope.

The opposing third man saw hisdisappointment and they startedchatting. The fielder was Robin Ogg, aWH partner, and the conversationended with the young Beddoes givingup ideas of working in London, andjoining his local leading law firm.

Golf is his main sporting pastimethese days but, as he says, he is notretiring.

He is the chairman of developer andbuilder A C Lloyd, a non-exec directorwith medical needle and equipmentmanufacturer, Entaco, and runs theQueens Street Group, a developmentand investment firm. He also advises a

major Midlandsbased advertisingagency and isalso a trustee of alarge localcharity.

That does notleave a great dealof spare time, buthe does have acouple of weekschalked out thissummer for himand his wifeYvonne to watch

their squash player daughter, Emma,represent England in theCommonwealth Games.

He also became a grandfather recentlywhen daughter Sarah gave birth to ababy girl.

“I have always liked to stay busy.Yvonne and I would like to travel morethan we do – but there just isn’t timeat the moment!”

Peter is on the front row second from the right

Peter in action

Peter’s career at WH hascoincided with its

growth from 30 staff andfive partners, to 230

staff and 35 partners –and he has been thearchitect of much of

that growth.

Call Wright

Hassall!


How confident areyou that yourstandard terms ofsale or standardterms of purchaseare correct?

Your statutory responsibilitiesas a company director

By Christine Jackson, [email protected]

Rita Rajput, Associate [email protected]

What became very clear was that

the sales people had been selling

the company’s products subject

to the customer’s Terms and

Conditions. This was a high risk

issue as it meant that the

company’s liability was not

limited and it would also have an

adverse position on risk and title.

This isn’t – unfortunately – an

isolated issue as other companies

we have spoken to have realised

that their standard terms of sale

and of purchase have not been

reviewed for over five years and

training has never been given to

the sales force or procurement

team on what these terms

actually mean.

Have your standard terms of saleand of purchase been reviewed?

If not, drop Christine an email or

call her on 01926 880774.Christine can take a look at your

standard terms to ensure that

you are not doing business based

upon older and less favourable

terms.

Where you have a sales force,

you may also want to consider

some in-house training to explain

your terms and how you can

ensure your business is done on

the most favourable terms for

your company.

At a recent sales conference ourCommercial Contracts Partner ChristineJackson gave training to the 20 strong salesforce on the company’s newly revisedcontractual documentation.

Company directors can be fined and

face criminal prosecution for failure to

comply with the administrative,

disclosure and filing requirements of

the Companies Act 2006. For example,

a failure to file an annual return will

mean that every company director is

liable, on summary conviction, to a fine.

Whilst you are busy running your

business, this is a pressure that you can

probably do without!

We can help

Wright Hassall provides company

secretarial services making sure that

clients complete their statutory

responsibilities whilst removing the

administrative burden this brings.

Our company secretarial team can:

• Organise board meetings

• Collect, organise and distribute

information, documents or other

papers required for meetings,

including proxy forms and members’

resolutions, and ensure that all board

meetings are minuted

• Assist with payments of dividends

• Advise on directors’ duties

• Provide guidance on your company’s

articles of association

• Provide information and disclosure

to directors and shareholders

• Keep the statutory and minute

books up to date

• Ensure the correct filings are made

at Companies House in a timely

manner

For most private companies we can

provide our company secretarial

service for an annual fixed fee of £350

+ VAT.

Contact Rita to find out how we canhelp you to stay on the right side ofthe law.

When it comes to corporate governance, company directors should notbe lulled into a false sense of security. Although private companies areno longer required to have a company secretary, this does not mean thatthe responsibilities that came with the role have disappeared.


Michael Hiscock has joined Wright Hassall as aSenior Associate in construction and bringswith him a wealth of experience in the sector,having spent 15 years in Nottingham workingwith two large law firms in the city.

Michael, 39, said: “I am delighted to be joining WrightHassall’s construction team at a time when theconstruction sector is showing signs of increasedconfidence following tough economic times and I amlooking forward to developing the positive businessopportunities on offer.”

Michael brings substantial construction sector experienceto Wright Hassall with a particular remit aroundtransactional construction including contract andprocurement work. Michael has worked on a wide range ofdevelopments including care homes, medical centres,housing, schools, offices and shops.

Christopher Jones joins as an Associate in thebanking and finance team having spent sevenyears at a magic circle law firm in London andtwo years with a major Birmingham law firm.

Christopher, 32, who is originally from Leamington, said: “I will be working on all aspects of finance law with aparticular focus on lending and investment into small andmedium sized businesses. Having grown up inLeamington, it’s great to return home and see a thrivingbusiness community in the area. I am very excited andenthusiastic about working with SMEs and lenders to helpthe local business community to develop, invest andexpand.”

Christopher brings a wealth of corporate financeexperience with him to Wright Hassall, having acted forbanks, private equity houses and corporates. He hasadvised on a wide range of financial transactions includingsecured lending, property and development financing,asset-based lending, invoice discounting and supplierfinancing.

Construction lawyerMichael Hiscock andBanking and finance lawyerChristopher Jones joinWright Hassall

Welcome to…

Michael Hiscock and Christopher Jones

Iain advises on informationgovernance (data protection,freedom of information,Environmental InformationRegulations, information securitymanagement and recordsmanagement generally) workingalongside Paula Tighe.

Iain started his career working inmuseums (firstly as a fieldarchaeologist and latterly as alibrarian). He joined Wright Hassallfrom Coventry City Council, where

he worked in a corporate roledeveloping, implementing andmaintaining a framework, guidance,policies and procedures to supportthe Council's legislative and bestpractice requirements forinformation governance andrecords management.

Iain used to be an active amateurdramatist and historical re-enactor,skills which can come in handywhen faced with tricky dataprotection issues!

Welcome to data protectionprofessional Iain Harrison


The Private Rented Sector

Regulations, which will flow from the

Energy Act 2011 (the “Act”) areintended to improve the energy

efficiency in both residential and

commercial buildings. Unfortunately

these regulations are not yet published

which, given that the Act has wide

reaching implications for a large

number of commercial properties,

means that landlords will look to

implement the spirit of the regulations

without seeing the detail.

In essence, under Section 49 of the

Act, landlords wishing to let a

commercial building after April 2018

must ensure that it has a minimum

efficiency rating. The Department for

Energy and Climate Change has said

that the minimum efficiency rating will

be an E rating. The only exception is if

the building in question cannot be

improved beyond an F rating.

Implications for tenants

• The majority of commercial leases

currently in place will continue

beyond April 2018 and may

therefore potentially be caught by

the regulations which do not yet

exist.

• The impact of the regulations is

relevant in a number of different

aspects of such leases:-

• Rent reviews may be affected by the

energy efficiency of the property; a

greater energy efficiency rating is

likely to have a positive impact on

rental value,

• Landlords may be able to pass on

the cost of improving the energy

efficiency of the property to their

tenants; the majority of leases

contain an obligation to undertake

works required by statute which

may extend to obliging a tenant to

carry out the improvements

necessary to ensure compliance

with Section 49 of the Act. It will

remain to be seen whether or not

Landlords will be able to seek to

include this obligation as part of a

dilapidations claim after the expiry

of the lease.

• It is not clear whether an

assignment of a lease is caught by

Section 49 of the Act in the same

way as the grant of a new lease.

Renewal leases are likely to be

caught by Section 49 of the Act.

• It is not clear whether leases of

commercial premises with an F or G

rating will become void for illegality

in April 2018 (on the assumption

that the minimum rating is set at E).

This should become clear with the

draft regulations. If the lease does

become void for illegality and a

tenant continues to occupy and pay

rent this may have an impact on

security of tenure, registration at the

Land Registry and payment of

stamp duty land tax.

Practical steps for tenants

• Tenants should ask to see the

Energy Performance Certificate and

recommendation report for a

property early on in a lease

transaction. If the property is F or G

rated, tenants should take specialist

advice to consider the impact of this

on the rental value of the lease or

look to pass on the cost of any

necessary energy efficiency

improvements to the landlord.

• Tenants should also consider

whether so called “Green Deal”

costs can be passed on by the

landlord under the lease and seek to

minimise this as far as possible. The

Green Deal offers a source of loan

finance for undertaking energy

efficiency improvements in

buildings.

Letting commercial buildingswith a poor energy efficiencyrating after 2018

Under Section 49 of theAct, landlords wishing tolet a commercial building

after April 2018 mustensure that it has a

minimum efficiency rating

Mark Miller, Partner [email protected]


What’s the difference?

A guarantee is a promise that a third

party will comply with a term of a

contract if the Principal party fails to

fulfil its obligations. For instance,

guarantees are often used in tenancy

agreements so that the landlord can

pursue a third party if the tenant fails

to pay rent. In contrast, an indemnity is

a promise to accept liability for

another’s loss (usually the creditor’s

loss).

For instance, if Alan lent money to

Brian and Colin agreed to provide a

guarantee, Colin’s liability under this

guarantee depends on the agreement

between Alan and Brian. For example,

Alan cannot chase Colin for more

money than Brian owes him and,

should Brian no longer owe money to

Alan, Colin is also no longer liable.

However, if Colin had agreed to

indemnify Alan against any losses

suffered under the agreement with

Brian, then Colin will have to

compensate Alan regardless of

whether Brian still owes the money. In

this example, Colin’s liabilities would be

higher under an indemnity than they

would possibly be under a guarantee.

Advantages of a guarantee

• Right to indemnity – Where a

guarantor pays out under a

guarantee, it has the right to claim

the money it has paid back from the

principal if the guarantee was given

at the principal’s request. However,

the guarantor will not receive any

money if the principal, for example,

is insolvent. Consequently, if you are

thinking of guaranteeing a company

or individual, it’s a good idea to

check their financial status

thoroughly .

• Potential Release - If the principalfulfils his obligations under the

contract, the guarantor will be

released from his obligations.

• Subrogation – If a guarantee isfulfilled, any assets bought by the

principal under the guaranteed

contract become the assets of the

guarantor.

Advantages of an indemnity

• No specific formal requirements –The indemnity does not need to be

in writing or signed by the

indemnifier. However, it is a good

idea to put an indemnity in writing

anyway as this will ensure that

everyone understands what the

indemnity involves and relates to.

• It’s a primary obligation – Anindemnity is more robust than a

guarantee and can be valid even if

the underlying transaction is set

aside. In addition to this, while

varying the underlying transaction

without the guarantor’s consent will

discharge a guarantor’s liability, an

indemnity will not be discharged

even if the underlying transaction

has been changed.

Which should I use?

Whether a guarantee or indemnity is

more suitable will depend on the

nature of your agreement and the

overall context in which your

agreement is meant to operate. Where

there are considerable risks involved,

the robust nature of an indemnity may

make it more suitable. However, when

you are dealing with individuals a

guarantee may be more suitable and

offers greater protection to the third

party than an indemnity does.

Whether you are using an indemnity

or guarantee, it is important to check

the financial status of this third party

as if they become insolvent it will be

very difficult to enforce the indemnity

or guarantee.

To guarantee orto indemnify?Laura Heeley, [email protected]

Contracts are designed to bind the two parties to anagreement between them. As such they don’t normally imposeobligations on other parties. However when there is a risk ofdefault by a contracting party, it is often advantageous toprovide that a third party (for example a director of acompany) will be responsible if the company does default.Both guarantees and indemnities can potentially do this, butthere are important differences between them.


The IP Crowd from patent attorneys Barker Bretell team emerged

as the triumphant winners on the night, just edging out the Happy

Handelsbanken group by a point, with Howkins and Harrison

securing a gallant third place in the overall standings.

Now in its twelfth year, the various teams locked their intellectual

horns in a brain-teasing battle royale that encompassed general

knowledge, sport, music and an array of cerebrally challenging

subjects.

The main winner on the night was Wright Hassall’s Charitable Trust

as the event’s proceedings, which included a prize raffle, helped

raise £3,130 for the Trust’s fund.

2014 WRIGHT HASSALL CHARITY QUIZ

Richard Lane, Nick Abell andRebecca Mushing

AND THEWINNERS ARE…

A total of 33 teams gathered at Chesford GrangeHotel in Kenilworth in May for the annual battle ofwits in the 2014 Wright Hassall Charity Quiz,involving Wright Hassall lawyers and professionalcontacts from local accountants, banks, propertyagencies and financial advisers.

Wright Hassall Senior Partner, Nick Abell, said:

“It was another great evening at what is now a

popular and established fixture on our annual

events calendar. The charity quiz goes from

strength to strength year on year. We once

again thank all those attending for their

participation and their generosity in helping to

raise another considerable sum for our

Charitable Trust.”

£3,130 RAISED FOR WRIGHT HASSALL’S CHARITABLE TRUST

Stan, Ollie and Friends from Dafferns LLP

Meridian Marauders fromMeridian Private Client LLP


WH in the community

WH at the heart of the communityBeing active members of the communities inwhich we work is important to Wright Hassall,whether that is the business community ormore widely. We are proud that a number ofour team have taken on active communityroles in recent months, including:

Nick Abell – alongside Nick’s role on the Board of theCoventry & Warwickshire Local Enterprise Partnership, he

has also been appointed as a trustee to the Shakespeare

Birthplace Trust. A Stratfordian, Nick was keen to support

the Trust which cares for the world’s greatest Shakespeare

heritage sites, and promotes the enjoyment and

understanding of Shakespeare’s works, life and times all

over the world.

Richard Lane – Wright Hassall’s managing partner, Richard

has recently been appointed as a trustee to the Stratford

Town Trust which is a grant-giving charity dedicated to

supporting local people and community projects. Since

2001 the Trust has given out around £1 million each year to

local good causes, community projects and initiatives that

have made Stratford-upon-Avon a better place to live work

and study.

Lucie Byron – Commercial property associate Lucie hasbeen appointed as a trustee to the Heart of England

Community Foundation which provides small grants to

mostly volunteer-led groups and projects in Coventry,

Solihull and Warwickshire. The Foundation was established

in 1995 and strives to inspire local philanthropy, build local

endowment for the long term support of local communities

and invest money in local neighbourhood groups and

projects.

Emma McCartney – trainee Emma McCartney joins thecommittee of the Coventry & Warwickshire First Young

Professionals, which brings together professionals across

the region. Emma joins John Rouse who is a committee

member of Coventry & Warwickshire First and former

Chairman.

Paul Rice – Head of Agriculture, Paul Rice has becomechairman of the Warwickshire CLA which represents the

interests of landowners, farmers and rural businesses across

the county at the very highest levels. Paul takes over from

The 9th Marquess of Hertford, Lord Hertford of Ragley Hall.

10 years on the run To mark its 10th anniversary,Tachbrook Park basedcharity British Blind Sportwas nominated as theevent’s charity of the yearand multi-gold winningparalympian Noel Thatcher –who went to school inCoventry – sounded theklaxon to start the race aswell as taking part.

Local charity British BlindSport was set up in 1976 andhelps blind and partiallysighted adults and childrento become active and playsport.

Alaina MacGregor, CEO ofthe charity, said: “The WrightHassall Regency Run hasbecome a fixture in thesporting and leisure calendar

over the last decade, and wewere really pleased to be soclosely associated with it insuch a special year. WrightHassall has also sponsoredthe British Blind Sport teamwhich entered the LondonMarathon and our twoorganisations are a verygood fit.”

Wright Hassall hassponsored the event since itsinception and was delightedto win the corporate teamevent this year withmanagement accountantDavid Owen coming home in41m 51s, just 8m 48s behindthe overall event winnerAndrew Savery ofLeamington C & AC.

This year’s 10th Regency Run took place on a perfect

day in April, attracting 2,000 runners to this 10k race

through the streets and parks of Leamington.

Nick AbellSenior [email protected] 880705

Wright Hassall

Olympus Avenue, Leamington Spa, Warwickshire CV34 6BF

DX 742180 Leamington Spa 6

T: 01926 886688 F: 01926 885588 wrighthassall.co.uk

Lindsay EllisHead of [email protected] 884680

Richard LaneManaging [email protected] 880707

Ian BesantHead of People [email protected] 880709

Sat BhandalHead of [email protected] 880708

Robert LeeHead of [email protected] 880741

Peter LoweHead of Private [email protected] 880785

Sarah PerryHead of Dispute [email protected] 880727

Follow us on Twitter@Wrighthassall

We’re on Linkedinwww.linkedin.com/company/wright-hassall-llp

Be sociable

Meet the team

COMMERCIAL

CORPORATE

DISPUTE RESOLUTION

PEOPLE SERVICES

PRIVATE CLIENT

REAL ESTATE

Our expertise

http://www.wrighthassall.co.uk/

Law & Business 2014

Law

Transcript of Law & Business 2014