In this article Andrew Bowen QC looks at guarantees and entire agreement clauses, specifically in the case of Re Atlantic Fashions Ltd (Papanicola v Sandhu). Challenges are frequently made to guarantees given by company directors as surety for the companys payment or repayment obligations. Re Atlantic raised the novel issue of whether an entire agreement clause in a share purchase agreement was effective to prevent the surety, as opposed to the company buying the assets, relying on a collateral contract. The issues at the trial also concerned whether, as a matter of fact, the parties to the SPA had agreed to reduce the price via a collateral contract. This article was first published in Green's Business Law Bulletin, Issue 122 (published February 2013) and is reproduced here with the kind permission of W. Green, The Law Publishers. more...

In this article Robert Sutherland examines break clauses and irritancy clauses, which allow the parties to a lease to specify within the terms of the agreement itself that the lease might be terminated before the expiry of its full term. They can however contain a number of traps for anyone trying to use them if there terms are not considered carefully and the correct procedures are not followed. This article is an abbreviated version of a talk given at Terra Firma Chambers Property Law Conference on 18 April 2013.  more...