Location

Month: November 2023

Fast Track Conveyancing Service

Posted on by fluroltd

We understand that selling a property can be stressful, there can be many obstacles that can arise throughout the conveyancing process, including the worry that your sale could fall through. Our expert Residential Property lawyers are here to provide a proactive and straightforward approach to the conveyancing process.

With our clients in mind, we have developed a Fast Track Conveyancing Service to maximise our clients’ chances of a successful sale, by starting the conveyancing process as soon as they put their property on the market.

What is the Fast Track Conveyancing Service?
Many sellers make the mistake of instructing a solicitor after they have accepted an offer on their property. This can often slow the conveyancing process down increasing the chances of someone in the chain changing their mind, causing the chain to collapse.

Instead, our Fast Track Conveyancing Service is available to clients as soon as they put their property on the market. By instructing us before you have a buyer in place, you can maximise the chances of a successful sale by speeding up the process and allowing for issues to be ironed out at the outset before they turn into potential problems and delays.

Our Fast Track Conveyancing Service enables us to trim weeks off the conveyancing process. Our experienced lawyers help you complete the Property Information Forms by making sure all the necessary supporting documents, like certificates and guarantees, are in order.

Ultimately, getting started on the conveyancing process as soon as your property is on the market, gives plenty of time to prepare and make sure that the initial documentation is comprehensive and readily available.  This allows us to issue contracts promptly when a Memorandum of Sale is received from your estate agent confirming that a buyer has been secured.  It will also reduce the amount of enquiries being raised by the buyer which will, in the long run, save you time and money.

Cost
No additional costs are paid for this service should you decide not to sell or to sell at a later date.  

If you are interested in selling your home and would like to discuss our Fast Track Conveyancing Service, then please contact Samantha Bellia, Residential Property Partner, at sxb@blasermills.co.uk or call us on 0203 814 2020.

*Please note this offer is only applicable with property sales and not purchases.*

Insolvency in the Construction industry – An update

Posted on by fluroltd

Insolvency in the Construction Industry is on the rise and the impact is being felt in and around Buckinghamshire. Lewis Cohen, Partner and Head of Construction & Engineering, looks at the impact and sets out some key pointers.

South Buckinghamshire is a green and affluent part of the country, but in late October, the Construction & Property sector was rocked by the news that Inland Properties PLC (and various subsidiaries) had appointed Administrators.

Inland, based in Beaconsfield, is a major brownfield developer with a portfolio of successful residential projects across the South-East of England. In addition, the very large and respected M&E Engineering Sub-Contractor, M J Lonsdale Ltd, headquartered in Slough, and Staines based Richardson Roofing (Industrial) Ltd both also appointed Administrators.

In total, according to a report in Construction News, 37 construction related companies appointed Administrators in October 2023 compared with 19 in October 2022, with the year-to-date total at 312 which is a 58 % increase on the same period in 2022.

Whilst less than 500 Administrations is not a significant number, it has to be understood that Administration is only suitable for a small number of insolvent companies and that the vast majority go straight into liquidation.

Far more worrying is a report from Insolvency Practitioners, Begbies Traynor, who run the Red Flag Alert reporting system. They have advised that almost 6,000 construction related companies are close to being insolvent.

The current level of interest rates which has significantly increased the costs of borrowing, and inflation, both in general and in relation to Construction Industry specific materials have made it much harder to finance and build out developments.

In many cases, developments, which will have been conceived pre-Covid and before the significant inflationary pressure on the cost of fuel and the cost of transporting materials as a result of the invasion of Ukraine, are now struggling to complete.

In the last 12 months the team has advised a number of developers and contractors where all these factors have contributed to substantial delays and in some cases stalled projects.

How can I protect my project?

Employers

Employers must be cautious. Gone are the days of a quick turnaround.

First, and perhaps most obvious is do not overreach:

  • Make sure that there is plenty of contingency in the budget;
  • Keep your funder involved at all times; and
  • Set realistic estimates on timescale for completion and the expected profit margins.

Secondly, go out to tender with open eyes:

  • Do not award the contract on price only. If one contractor is 25% cheaper than the others, that should set alarm bells ringing;
  • Do not be scared of asking for a Parent Company Guarantee or a Performance Bond; and
  • In this market, look for contractors who are busy and have a track record.

Thirdly, remain involved during the construction phase:

  • The terms and conditions are to protect both parties.  Too many developers do not adhere to the contract and fail to give appropriate notices – especially Payment Notices;
  • If the Contractor is falling behind or the Contract Price is increasing, you need to step in and take control and not let matters drift; and
  • Ensure your professionals are fully engaged and not delaying the project.

Contractors

For Contractors, the advice is similar.

First, and as with Employers do not over commit:

  • Do you have both the requisite skills and capacity to undertake the Contract?
  • Is the project viable? and
  • What cash reserves do you need if any?

Secondly, be realistic when tendering:

  • Do not discount the tender if you cannot complete the work at the bid price;
  • Make sure the timescale for the project is viable; and
  • Do not be afraid to award to push back on punitive contract terms and in this climate, ask for an agreement on price fluctuations.

Thirdly, remain involved during the construction phase:

  • As above, the terms and conditions are to protect both parties.  Record all instructions in writing and give notices of delay in compliance with the contract;
  • Look ahead and order materials in good time. Likewise review the design in advance and make sure that the design is sufficiently detailed. If not raise this with the design team; and
  • If the Employer falls behind in making payments or issues spurious pay less notices do not be shy in issuing a Notice of Intention to Suspend or commencing an Adjudication.

Insolvency

There are rigorous requirements on Directors to ensure that they are not trading insolvently. This requires proper accounting methods and regular reviews of cash flow and turnover. 

Do not ignore early warnings. If there are any doubts consult your accountant.

Finally, if a contract is in difficulty take legal advice to protect your position and where possible enter into dialogue to negotiate a positive outcome for all involved.

For further information or advice please contact Lewis Cohen on lnc@blasermills.co.uk or call 07956 974 466.

This article is for general information only and does not constitute legal or professional advice.

Structuring wealth through a Family Investment Company

Posted on by fluroltd

A Family Investment Company (“FIC”) is a private company, incorporated under the Companies Act 2006, which is created for the purpose of holding investments for a family and is used as an alternative to family trusts. It is a company which you and your family have shares in.

A FIC allows the founders (usually parents) to create a structure where they can grow and manage the family wealth whilst maintaining control of it and in time, transfer the company to younger generations.

FICs have become popular in the recent past due to the changes in 2006 concerning the taxation of trusts resulting in their reduced popularity. A FIC is generally beneficial for larger investments – typically those over £1 million.

Setting up a FIC

The process of incorporating the FIC is the same as a private company. FICs are normally incorporated with limited liability but it is also possible for them to be created with unlimited liability, if there is sufficient justification to do so. An example of where this might be appropriate is when there is a need to preserve the privacy of the shareholders. Unlimited liability companies are not required to file accounts at Companies House, thereby providing greater privacy to the assets of the investors.

A FIC is usually incorporated with subscriber shares issued at nominal value to individual family members. Typically, there will be varying classes of share with different rights attached, for example voting rights and rights to dividends can be attached to shares only held by the parents so that they can retain control of the FIC. 

Funding a FIC

Once a FIC has been established it can be funded by gifting or loaning assets.

Assets gifted can be made up of property, share portfolios or even cash. Moving non-cash assets into a FIC can crystallise other taxes such as stamp duty and capital gains tax, so each asset needs to be considered on a case-by-case basis.

If the asset is only cash, then it can be loaned to the FIC. This would also allow flexibility to extract funds from a FIC without needing to draw dividends, subject to the FIC having sufficient distributable reserves.

Tax advantages of a FIC

  • The FIC will pay corporation tax at 25% (the reduced rate of 19% may not be claimed by close investment-holding companies and this unlikely to apply to a FIC) compared to up to 45% personal tax payable for individuals.
  • Capital gains made by a FIC will be subject to corporation tax at a rate of 25%, as opposed to capital gains tax.
  • There are generally no inheritance tax liability arising from putting money into the FIC. Nevertheless, there may be future lifetime tax charges on all gifts which could include those within a FIC. However, no such legislation provides for this yet.

If you require any further information or advice, please get in touch with Edward Lee on epl@blasermills.co.uk.

Blaser Mills Law announces three partner promotions

Posted on by fluroltd

We are delighted to announce the promotions of Samantha Bellia, Victoria Harvey, and Tracy Jones to partnership in the firm.

Samantha Bellia is very well known throughout the region as a top residential conveyancing practitioner. Blaser Mills Law was delighted to recruit her in 2021 and her rapid rise to partnership is testament to the remarkable contribution that she has made to the firm since joining.Sam’s wealth of experience, dedication to client-care, and long-standing strong connections within the local property network enable her to ensure that the process of moving home is made as stress-free as possible.

Victoria Harvey joined Blaser Mills Law in 2017 from a major London firm. Recognised as a leading practitioner in medical negligence and personal injury law, Victoria has spent her career helping people who have suffered major injuries to rebuild their lives – securing tens of millions of pounds in damages for the victims of negligence. Victoria is not only a great lawyer but also has genuine empathy, enabling her to provide a great service while securing exceptional results for her clients.

Tracy Jones is a partner dedicated solely to Responsible Business (often also referred to as ESG or sustainability). To have a partner in this position is almost unique in law firms. Tracy joined Blaser Mills Law in 2017, following two decades of experience as a property lawyer. Having then embraced a new role in business development, she took on becoming a Responsible Business Director in 2021. As a Responsible Business Partner. Tracy leads the firm’s focus on inclusion, diversity, wellbeing, community and the environment. Tracy’s success in this role has played a huge part in shaping Blaser Mills Law’s culture and the firm’s standard-setting approach to these vital issues.

CEO Dave Matthews says: “This is a great trio of promotions. Sam and Vicki are true leaders in their respective fields, and the promotion of Tracy shows our genuine commitment and passion to becoming a truly
responsible business, prioritising the important values that companies should embrace at their core”.

Congratulations to all.

Key takeaways: Chancellor’s Autumn Statement

Posted on by fluroltd

Chancellor Jeremy Hunt’s recent Autumn Statement outlined tax reductions, permanent business incentives, and a £500 million investment in AI. Economic challenges were acknowledged, but the notable omission of inheritance tax raised concerns among experts. This overview breaks down the key points, giving a glimpse into the UK’s economic direction.

1. Tax reductions for employees and the self-employed:

  • Employees’ contribution rate reduced from 12% to 10%.
  • Self-employed see cuts with the abolition of class 2 contributions and a 1% reduction in class 4 contributions, down to 8% from 9%.

2. Permanent “full expensing” for businesses:

  • Businesses granted a 100% first-year allowance for qualifying plant and machinery assets.

3. £500 million funding for AI innovation:

  • £500 million allocated to establish the UK as an AI powerhouse, supporting innovation centers.

4. Economic outlook and forecasts:

  • OBR predicts a decrease in headline inflation from 4.6% to 2.8% by end-2024, reaching the government’s 2% target in 2025.
  • Economic growth forecasts reduced to 0.7% in 2024 and 1.4% in 2025, down from earlier projections.

5. Inheritance Tax (IHT)

  • IHT nil rate band freeze until April 2028; concerns raised about its long-term impact.
  • Inheritance tax described as the “elephant in the room” and likened to a “polar bear” due to prolonged nil rate band freeze.
  • Expert advises regular checks on IHT status and planning to minimise liability.
  • Individuals can pass on up to £325,000 tax-free; additional £175,000 for the main home passing to a direct descendant.
  • Strategies to reduce IHT include making gifts, utilising trusts, and understanding exemptions and allowances.
  • Specialist advice recommended for trusts and gifts, highlighting the importance of record-keeping and financial planning.

The Autumn Statement focused on tax reductions, business incentives, and AI innovation funding. However, concerns persist about the unaddressed issue of inheritance tax, prompting experts to highlight the need for proactive planning to navigate complexities and minimise liabilities.

Silence isn’t always golden – The limitations on implied contract terms

Posted on by fluroltd

It comes as no surprise that commercial contracts lawyers repeatedly recommend that contractual arrangements are written into formal agreements. The realities of business though, sometimes mean that not all contracts can or will be fully or properly documented. In certain circumstances, implied terms can be a helpful tool for contracting parties, allowing unwritten provisions to be incorporated into a contract. Some are implied by specific legislation – for example, to grant consumers protection in a sale of goods. Other terms can be implied by a court if they meet the requirements set by case law.

Implied terms typically are used when a contract is silent on a subject. However, courts are also asked to imply a term where contract states something that has created unintended consequences for a party. In these cases, a contract might inadvertently paint a party into a corner and an implied term could solve their problem.

In two recent cases[1], the English courts were asked to consider contracts which contained specific triggers for a payment of a success fee – respectively, on the sale of a property at or above a given price, and on the completion of the sale of a company. In each case, the specific trigger had not been achieved, but the affected party still sought payment, arguing that they had still done significant work and so deserved to be paid. The courts were asked to consider if the payment obligation should be honoured, even though the specific trigger in the contract was not met. This would be done by inserting an implied term that payment is due even without the trigger.

The courts consistently refused to insert the implied term that payment should be honoured. These decisions by the courts reiterate the long-standing principles regarding insertion of implied terms:

  1. implied terms will not be inserted simply to make the contract reasonable or fair and must only be permitted if either:
  1. the implied term is needed to give business efficacy to the contract; or
  2. no implied term should be inserted that contradicts an express term already present in the contract

2. the implied term is so obvious that it goes without saying that it should be included; and

In both cases, the contracts stated specific triggers for payment, so the courts refused to insert an implied term contradicting those provisions and allowing payment without the trigger.

Underpinning the courts’ decisions are two fundamental assumptions that dominate how contracts between commercial parties with comparable bargaining power will always be interpreted:

  1. everything of importance to the parties was captured by them in the contract; and
  2. commercial parties have complete freedom of contract and may strike whatever bargain they choose, and it is not the court’s place to unwind a bad bargain.

The court’s reminder of these fundamental principles highlights that commercial agreements are undeniably best served by being documented clearly in a formal contract. However, businesses should also take care to ensure that what is written in a contract works for them commercially. These cases demonstrate starkly that, while the law can help imply terms, the courts will have little sympathy for a party seeking to go against the written wording of a contract in order to improve its commercial position.

Blaser Mills’ Commercial team are on hand to guide you through the whole journey of your commercial arrangements, from negotiation to reviewing and drafting documentation and licensing of your business’ intellectual property.

For more information, or for help and advice on a range of company commercial matters, please contact our commercial team by calling on 020 3814 2020, emailing us at enquiries@blasermills.co.uk, or filling in our contact form.

[1] Barton v Morris in place of Gwyn Jones (deceased) [2023] UKSC 3, Contra Holdings Ltd v Bamford [2023] EWCA Civ 374

Blaser Mills Law shortlisted for CICM British Credit Awards 2024

Posted on by fluroltd

We are delighted to announce that we have been shortlisted for the CICM British Credit Awards 2024.

The British Credit Awards recognise the achievements of the most deserving individuals, teams and organisations in the international credit industry.

Our Commercial Recoveries, Litigation & Insolvency team has been named as finalists in the ‘Legal Provider of the Year Award’. A category aimed at legal providers that offer the highest quality service and appropriate solutions to its clients.

Nina Toor, commented: ‘We are very pleased to be shortlisted for the award and to be recognised within the industry reflects on the hard work and dedication from our team’.

Winners will be announced on the 1 February 2024 at the Royal Lancaster of London.

Challenging a Will under the Inheritance Act 1975

Posted on by fluroltd

There has been much media attention that focuses on cases where adult children have been left little or nothing in a parent’s Will and have sought to challenge this. Series such as ‘The Inheritance’ delve into the family infighting that can occur upon a person’s death.

It is no secret that family relationships can be immensely complicated. Shakespeare wrote in King Lear, “How sharper than a serpent’s tooth it is to have a thankless child”.

However, no matter how bitter the fall out, the truth is that there is nothing to stop a person making a Will that is particularly capricious or downright spiteful.

In light of this, the question many will ask is what can I do if I have been left out of a Will or left a small percentage of an estate? What can I do if I wish to challenge a Will?

The Inheritance Act 1975 (Provision for Family and Dependants) Act 1975 (“the Act”) provides a method whereby a will can be challenged on the grounds that reasonable financial provision has not been made. This should not be confused with whether the person making the will was acting unreasonably.

In this article I will provide a brief overview of the initial steps to take if you wish to challenge a Will on the ground that reasonable financial provision has not been made to you. Nothing in this article should be used as a substitute for proper legal advice.

  1. What is reasonable financial provision?

The question of what constitutes reasonable financial provision depends on a number of factors, such as to what, if any, extent you were financially dependent on the deceased and your relationship to the deceased. The court will expect you to show that you require the reasonable financial provision. The Inheritance Act does not exist simply to give a capital lump sum to anyone making a claim, the court’s starting point is quite the opposite.

2. Who is eligible to bring a claim?

Section 1 of the Act lists those who can bring a claim which includes:

a) the spouse or civil partner of the deceased;

b) former spouse or former civil partner of the deceased, but not one who has formed a subsequent marriage or civil partnership;

c) a child of the deceased;

d) any person (not being a child of the deceased) who in relation to any marriage or civil partnership to which the deceased was at any time a party, or otherwise in relation to any family in which the deceased at any time stood in the role of a parent, was treated by the deceased as a child of the family;

e) any person (not being a person included in the foregoing paragraphs of this subsection) who immediately before the death of the deceased was being maintained, either wholly or partly, by the deceased.

3. How long do you have to bring a claim?

You have just six months from the grant of probate being issued to make a claim for reasonable financial provision from an estate pursuant to the Act. Most people are unaware of this short timeframe for making a claim, especially given that the months immediately following the death of a relative are usually somewhat chaotic. The court will consider applications that are made out of time, however you must have a very good reason for delaying the application and evidence of a strong claim against the estate.

4. Factors the court will consider when deciding your case

When deciding whether you should be granted reasonable financial provision from an estate, the court will make an assessment of any award based on the following criteria, set out in Section 3 (1) of the Act:

a) the financial resources and financial needs which the applicant has or is likely to have in the foreseeable future;

b) the financial resources and financial needs which any other applicant for an order under section 2 of this Act has or is likely to have in the foreseeable future;

c) the financial resources and financial needs which any beneficiary of the estate of the deceased has or is likely to have in the foreseeable future;

d) any obligations and responsibilities which the deceased had towards any applicant for an order under the said section 2 or towards any beneficiary of the estate of the deceased;

e) the size and nature of the net estate of the deceased;

f) any physical or mental disability of any applicant for an order under the said section 2 or any beneficiary of the estate of the deceased;

g) any other matter, including the conduct of the applicant or any other person, which in the circumstances of the case the court may consider relevant.

5. Is court the only option?

Court action should always be the last resort once all other avenues are exhausted. Litigation is prohibitively expensive and even larger estates can be whittled down to nothing through a drawn out court battle.

Whilst a formal court application may be the only option if the parties cannot come to an agreement, parties are encouraged to resolve the claim by way of alternative dispute resolution (ADR). The most common form of ADR in estate disputes is mediation.

Mediation is a process that is far less formal than court proceedings. Parties will agree a bundle of documents and exchange mediation position statements in advance of a day of negotiations either in person or virtually.

Unlike a court hearing where a judge will make a decision on the matter which his binding, at mediation the parties are only bound by what they agree on the day if they sign a formal settlement agreement.

How can Blaser Mills Law’s Private Wealth Disputes Team help?

At Blaser Mills we understand the stress caused by being inadequately catered for in a Will and are here to help. If you would like to discuss instructing us to act for you, please call us on 01494 788 998 and ask to speak to the Private Wealth Disputes Team or get in touch by email at mcw@blasermills.co.uk.