http://www.law.ed.ac.uk/ecclblog/ en-uk Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8818 Earlier today the Supreme Court issued its judgment in the Aberdeen City Council v Stewart Milne Group Limited appeal ([2011] UKSC 56). The Court had little difficult in reaching a unanimous decision in favour of the Council, upholding the decisions of both Lord Glennie in the Outer House ([2009] CSOH 80) and of the Inner House ([2010] CSIH 21, and see blog at http://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8414). Thu, 07 Dec 2011 12:40:10 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8792 Members of the Edinburgh Centre for Commercial Law were delighted to welcome Michael Davison from Hogan Lovells as a speaker this week. Hogan Lovells offer an internship scheme as a prize for the two top students in the International Commercial Arbitration Masters course (details of the prize available from the course organiser, Dr Simone Lamont-Black). Michael has become a great friend and colleague having delivered lectures here for the last three years and acted as a speaker at an Arbitration Conference held at the Law School in June 2010. Fri, 17 Nov 2011 15:49:06 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8758 The English Court of Appeal case of First Energy v Hungarian International Bank ([1993] 2 Lloyd’s Rep 194) poses particular problems for those seeking to understand the law of apparent authority in agency. The House of Lords in Armagas Ltd v Mundogas SA ([1986] A.C. 717) suggested that there is no such thing as a “self authorising agent.” For apparent authority to operate, the representation as to the agent’s authority must come from the principal and not from the agent. Steyn L.J. in First Energy, however, recognised that an agent may be clothed by his principal with the authority to make representations of fact. Those might include the extent of the agent’s own authority. In First Energy the third party was aware that the agent was not authorised. As such, this was a case in which apparent authority could not arise. The Court of Appeal nevertheless found in favour of the third party, who was able to claim damages from the principal. The case therefore robs the requirements of apparent authority of much of their force. Tue, 10 Oct 2011 12:39:19 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8745 A third party is protected against unauthorised activity of agents in different ways. If the criteria are established, he may be able to raise an action against the principal for damages on the basis of apparent authority. If the principal, notwithstanding the agent’s lack of authority, chooses to adopt the transaction, then it becomes binding through ratification. A less familiar action is the action that the third party has against the unauthorised agent: breach of warranty of authority. In an opinion issued on 23 September, Lord Glennie analysed this action as it applies to solicitors (Cheshire Mortgage Corporation Limited v Grandison and Blemain Finance Limited v Balfour Manson [2011] CSOH 157). Outcomes in cases of this type are highly fact-dependent. On the facts of this case, it was held that the solicitor warranted only that he was authorised, not the identity of his clients. Sat, 23 Sep 2011 22:21:28 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8739 FHR European Ventures LLP & Ors v Mankarious & Ors [2011] EWHC 2308 (Ch) provides a useful illustration of the way in which the English courts treat the acceptance by an agent of secret commission as a breach of the agent’s fiduciary duty towards the principal. It sheds light on the extent of knowledge which the principal must possess before he can truly be held to have “consented” to the retention of such a payment by the agent. It also focuses on the wider impact on the agent, airing issues such as whether the agent can recover from the principal an allowance for skill and effort in obtaining the profit which he has to disgorge to the principal and the impact on commission earned in other, unconnected transactions. Finally, it illustrates the fact that in English law the agent holds such funds on constructive trust for the principal. Sun, 17 Sep 2011 14:38:01 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8727 A recent decision from the Inner House, Hill and Anor v Stewart Milne Group and Gladedale (Northern) Ltd [2011] CSIH 50 sheds light on liquidated damages clauses and when they may amount to unenforceable penalties. Thu, 31 Aug 2011 22:03:49 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8718 The vicarious liability of an agent is an issue which has not been analysed in much depth by the Scottish courts. Some argue that there is no such thing as vicarious liability in agency: merely that the agent is treated as an employee and the established rules relating to employment applied to an agent (P. S. Atiyah, Vicarious Liability, (1967), p.100). This approach arguably fails to take into account the role of the agent’s authority in assessing the principal’s liability. The recent case of Skandinavska Enskilda Banken A.B. (Publ.) v Asia Pacific Breweries (Singpore) Pte Ltd and anor [2011] S.G.C.A 22, decided by the Court of Appeal of Singapore, contains extremely useful analysis of the policy factors underlying vicarious liability (available here: http://www.singaporelawwatch.sg/remweb/legal/ln2/rss/judgment/12453.html?utm_source=rss%20subscription&utm_medium=rss Wed, 16 Aug 2011 18:09:35 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8714 A recent English High Court case, Boghani v Nathoo [2011] EWHC 2101 (Ch) provides an interesting illustration of the differences between Scots and English partnership law caused by the fact that the Scottish firm has separate legal personality whilst the English firm does not. The decision also sheds light on the meaning of s.38 of the Partnership Act 1890, the interpretation of which has caused difficulties in the past. Sat, 05 Aug 2011 17:45:08 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8710 In recent times there has been a wealth of analysis of the principles of interpretation of contract. In addition to the Scottish Law Commission report (available at http://www.scotlawcom.gov.uk/law-reform-projects/contract-law-in-light-of-the-draft-common-frame-of-reference-dcf/), useful guidance was provided by the Supreme Court in the Scottish appeal, Multi-Link Leisure Developments Ltd v North Lanarkshire Council ([2010] UKSC 47). A recent OH decision from Lord Glennie, Lloyds TSB Foundation for Scotland v Lloyds Banking Group plc ([2011] CSOH 105) has shed light on an interpretation issue which generally receives little attention from the courts, namely the way in which rules of interpretation are applied where performance of a long term contract has been affected by changed circumstances. Should the interpretative rules be amended to take into account unanticipated changes having an impact on the way the contract operates? Mon, 31 Jul 2011 16:05:22 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8688 John Youngs Insurance Services Ltd v Aviva Insurance Service UK Ltd ([2011] EWHC 1515 (TCC)), decided by Mr Justice Ramsey in the English High Court, makes a contribution to our understanding of fiduciary duties in agency. Although it is an English case, it leads us to reflect on equivalent issues in Scots law, particularly given that English cases are often treated as authoritative in the Scottish courts. Thu, 22 Jun 2011 21:44:57 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8674 The Edinburgh Centre for Commercial Law was delighted to welcome Dr Severine Saintier as their most recent speaker in their series of events. Her paper on 2nd June focussed on the French system of compensation of commercial agents. Directive 86/653 introduced into Europe a highly protective regime for commercial agents. The compensation provisions contained in that Directive are inspired by French law. Dr Saintier, as a French lawyer working as an academic at Sheffield University, is ideally placed to help us understand the meaning of the compensation provisions as applied in the UK by the Commercial Agents (Council Directive) Regulations 1993. Sat, 03 Jun 2011 10:29:45 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8654 Wyman-Gordon Ltd v Proclad International Ltd [2010] CSIH 99, a case decided by the Inner House at the end of 2010, provides useful guidance on what constitutes repudiation in Scots contract law. The judges in the Inner House characterised their judgment as involving "well-settled" principles, rather than innovating on the law (as noted by Lord Osborne). Nevertheless these statements provide a useful guide to anyone faced with the task of analysing a situation of breach. Sat, 06 May 2011 18:09:21 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8647 The way in which agency is established in Scots law is an issue lacking clarity. Lord Bannatyne’s decision in the case of Rodewald v Taylor, 18 Jan 2011, [2010] CSOH 05, available at http://www.scotcourts.gov.uk/opinions/2011CSOH5.html, provides some interesting food for thought on this issue. Sat, 22 Apr 2011 14:11:01 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8639 Like the old case of Allen v Hyatt (1914) 30 TLR 444, the recent case of Park's of Hamilton's (Holdings) Ltd. v Campbell [2011] CSOH 38; 2011 G.W.D. 8-196 is one of those unusual cases where it was held that a director of a company owed fiduciary duties under the law of agency to the shareholders of the company. Section 170(1) of the Companies Act 2006 clearly states that a director owes the duties adumbrated in sections 171 to 171 of the Act to the company and not any individual shareholder. However, in Park’s of Hamilton (Holdings) Ltd. v Campbell, the director was held to be an agent of each individual shareholder of a company when he sent a letter to each of the shareholders indicating that a third party had made an offer for the entire share capital of the company and asked them to sign a power of attorney in his favour enabling him to sign the SPA on their behalf. Since the director was an agent of the shareholders, he owed them fiduciary duties under the common law (not sections 171 to 177 of the Companies Act 2006) and the main issue in the case was whether the director had breached the fiduciary duty not to make a personal profit out of his agency. The shareholders contended that the terms of a consultancy agreement to be entered into between the director and the company post-completion relating to his remuneration had been concealed from them. The director's defence was that there had been disclosure of the personal profit under the consultancy agreement to the shareholders and that the latter had provided informed consent. The director based these assertions on the fact that the solicitors of the company were aware of the terms of the share purchase agreement and consultancy agreement and that that their knowledge could be imputed to each of the individual shareholders since the terms of engagement of the solicitors expressly provided that they were acting as agents of the shareholders in respect of the sale of their shares in the company. Mon, 10 Apr 2011 21:23:21 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8619 This Outer House case ([2011] CSOH 45)provided Lord Hodge with the opportunity to summarise the rules of interpretation of commercial contracts in Scots law. Tue, 14 Mar 2011 14:56:16 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8601 This case was decided on 11 January 2011 in Edinburgh Sheriff Court, A1523/09 and can be accessed here: http://www.scotcourts.gov.uk/opinions/A1523_09.html. Sheriff Holligan's judgment contains thoughtful analysis of the law of agency in Scotland, in particular of the concepts of actual and apparent/ostensible authority. Sun, 26 Feb 2011 18:19:03 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8574 Despite high profile and damaging data losses in previous years, it seems that data controllers are still not ensuring compliance with their obligations under the Data Protection Act. Thu, 02 Feb 2011 11:10:18 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8548 On 23 December, the Scottish Government launched its "Identity Management and Privacy Principles". These principles are intended to "help ensure that respect for privacy is central to the way public services prove identity or entitlement." As this rationale makes clear, the Principles only extend to public sector bodies - often the ones that handle an individual's most private or sensitive data. Fri, 06 Jan 2011 15:34:26 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8521 The Information Commissioner has confirmed (again) that data protection laws do not prevent parents taking photographs at their child's nativity play. The myth that the Data Protection Act is a bar to proud parents taking pics has been circulating for some years, and typically pops up twice a year, in relation to summer sports days and Christmas plays. Thu, 08 Dec 2010 12:08:29 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8510 In October 2009, Christopher Graham, the newly appointed Information Commissioner, addressed a data protection conference in Edinburgh and assured the audience that he was prepared to supplement the traditional "carrot" approach to data protection enforcement, by bringing the "big stick" out of the cupboard. The message was clear: those found responsible for some of the worst breaches of the Data Protection Act 1998 could in future expect to face tougher enforcement action. Thu, 24 Nov 2010 14:12:56 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8469 When the provisions of sections 170 to 178 of the Companies Act 2006 were introduced and codified the law of directors' duties, they were heralded by the Government as representing a long overdue modernisation of the applicable law. In particular, commentators pointed to section 172 of the Act which enjoined directors to take decisions in a way which would promote the success of the company for the benefit of the members as a whole, pursuant to which they were compelled to consider the interests of stakeholder constituencies such as suppliers and employees. Fri, 11 Nov 2010 14:58:50 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8420 Last week the Institute of Law in Jersey hosted a conference on Contract Law (the programme is here). The conference was considering contract law generally, and the possibility of codification of the area. Among the speakers was Lord Hope who delivered a fascinating speech on "the role of the judge in developing contract law", published this week on the website of the Supreme Court of the United Kingdom. His comments are of particular interest in Scotland where the Scottish Law Commission is turning again to contract law in its eighth programme of law reform. The SLC project will re-examine various unimplemented reports on formation of contract, interpretation in private law, and remedies for breach of contract in the light of the publication of the Draft Common Frame of Reference. Wed, 19 Oct 2010 13:17:45 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8414 The Inner House has decided the case of Aberdeen City Council v Stewart Milne Group Ltd in favour of the Council. The opinion of the Court, delivered by Lord Drummond Young, can be found here: Fri, 14 Oct 2010 18:57:44 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8409 The Edinburgh Centre for Commercial Law were delighted to host an EU Procurement Law Conference in conjunction with Burness LLP on the 8th of October 2010. The conference was extremely well attended with well in excess of 100 delegates, ranging from local authorities, the NHS, Universities, construction and development companies, law firms and many other organisations. Tue, 11 Oct 2010 16:08:20 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8389 Copland v Brogan 1916 SC 27 was the subject of a (not entirely serious) blog entry in this blog recently, see Sat, 01 Oct 2010 14:11:54 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8374 The members of the Edinburgh Centre for Commercial Law were sad to learn of the very recent passing of Lord Bingham of Cornhill, KG, the former Senior Law Lord, who was also a member of the Centre. Sat, 17 Sep 2010 14:34:00 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8367 Jaap Baaij from the University of Amsterdam visited the ECCL this week. Jaap is, together with David Cabrelli and Laura Macgregor, an editor of an interpretation project for the Common Core of European Private Law. More information on the Common Core project can be found here: http://www.common-core.org/. The results of the project have been published by Cambridge University Press in their series Cambridge Studies in International and Comparative Law: http://www.cambridge.org/uk/browse/browse_all.asp?subjectid=302. Sat, 10 Sep 2010 10:00:20 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8365 This month sees the publication of the 4th edition of Woolman on Contract by the Edinburgh Centre for Commercial Law's Dr Gillian Black. The author has carried on the tradition of this work, explaining in the preface, "I have sought to maintain its character as a concise introductory work, by focussing on material developments and avoiding change for change's sake." Dr Black has taken the opportunity to tackle some of the issues in contract law which remain problematic, such as the ongoing saga of interpretation (including discussion of Luminar Lava Ignite Ltd v Mama Group plc [2010] CSIH 1) and the remedy of retention (Inveresk v Tullis Russell Papermakers Ltd [2010] UKSC 19). It's great to see the return of this useful book. Wed, 07 Sep 2010 13:22:26 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8358 "Agent" is a slippery word. Sometimes it means that a representative has been appointed to perform a legal act, and that legal consequences are intended. At other times a less formal, more limited relationship may have been intended by the parties. Whether an agency relationship exists is an issue of interpretation. One must look to the intentions of the parties. Recent cases have highlighted the doubt that surrounds the rules of constitution of agency (see Lord Drummond Young's judgments in Whitbread Group plc v Goldapple Ltd 2005 SLT 281; Laurence McIntosh Ltd v Balfour Beatty Group Ltd and the Trustees of the National Library of Scotland, [2006] CSOH 1907; John Stirling t/a M & S Contracts v Westminster Properties Scotland Limited [2007] CSOH 117; [2007] BLR 537)). Sat, 27 Aug 2010 13:53:21 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8344 The Edinburgh Centre for Commercial Law was delighted to welcome Professor Irene-Marie Esser to Edinburgh Law School on the 2nd of August 2010. Irene-Marie Esser is a Professor at the University of South Africa (UNISA) and lectures in Entrepreneurial Law, Company law and Corporate Governance to undergraduate and postgraduate students. Professor Esser is an active researcher in the areas of company law, mostly on corporate governance issues like directors’ duties and stakeholder protection and has published widely in these fields at a national and international level. Sat, 06 Aug 2010 10:02:45 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8334 The service by a tenant of a break notice in the context of a commercial lease is a tricky business. Notice clauses are complex, and it is often not clear which of the requirements are mandatory and which are not. A recent decision of Lord Hodge in the Outer House, Batt Cables plc v Spencer Business Parks Ltd [2010] CSOH 81, considers this issue, and contains interesting arguments relating to agency law. Sun, 24 Jul 2010 17:53:49 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8327 Today sees the publication by the Law Commissions of England and Wales and Scotland of another joint Issues Paper (No. 8) on insurance contract law (available here: http://www.lawcom.gov.uk/docs/issues8_brokers-liability.pdf). Under scrutiny this time is the rule contained in s53 of the Marine Insurance Act 1906, subsection 1 of which, in effect, makes a broker directly liable to the insurer for payment of the premium, whilst subsection 2 provides the broker with a lien over the insurance policy, allowing it to recover any money it is owed by the policy holder. Although this point is not entirely free from doubt, the section seems only to apply to cases of marine insurance. As with many aspects of the law of insurance, this area of law is ripe for reform, and it is difficult to disagree with any of the recommendations contained in the Issues Paper. Tue, 19 Jul 2010 20:24:22 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8282 style="margin: 0cm 0cm 0pt" class="MsoNormal">A new era for arbitration in Scotland was celebrated on 23 June 2010 in the Playfair Library of the University of Edinbugh. The event was an international arbitration conference entitled: the Arbitration (Scotland) Act 2010: A New Beginning. Sat, 25 Jun 2010 09:39:15 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8265 One of the quirks of data protection law is that it rarely arises in litigation as an issue in its own right: in many cases, the point at stake concerns the interaction between data protection and freedom of information. (The point where "two worlds collide", in the words of Professor Laurie and Dr Gertz, in a recent Edinburgh Law Review case note.) One reason for this is that a freedom of information request (under the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002) can be turned down where the data sought constitutes "personal data". Under the Data Protection Act 1998, personal data is data which identify the individual, either alone or in conjunction with other information held (or potentially held) by the data controller. Sat, 11 Jun 2010 10:01:27 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8261 On Wednesday, 2nd June, 2010, a seminar on “Insurance Contract Law: Damages for Late Payment and the Insurer's Duty of Good Faith” took place in the Raeburn Room, at the University of Edinburgh. The seminar was jointly hosted by the Scottish Law Commission, the Edinburgh Centre for Commercial Law and the Centre for Private Law. Wed, 08 Jun 2010 22:15:27 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8248 The Scottish law Commission in its eighth programme of law reform has committed itself to a review of the Scottish law of security over corporeal moveable property, and a look at securities over, and assignation of incorporeal moveable property. This is a development from the earlier proposal in the seventh programme of law reform where the assignation of incorporeal moveable property was identified as a subject for reform, work to commence following the completion of the substantial project on land registration. Wed, 01 Jun 2010 10:53:27 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8238 On Friday 21 May the second ScoLaR conference took place in Edinburgh Law School. The organisers should be congratulated for organising an excellent, highly enjoyable conference. Wed, 25 May 2010 14:33:51 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8212 On 6th April, 2010, new powers were given to the Information Commissioner (the guardian of personal data), to impose ‘monetary penalties’, on data controllers, who do not comply with ‘the Data Protection Principles’, pursuant to the new sections of the 1988 Act: ss 55A – 55D of the Data Protection Act 1998. Sat, 30 Apr 2010 20:13:34 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8207 The Commercial Agents Regulations, like any piece of legislation, can only be fully understood once its bare terms are “fleshed out” with case-law. That process continues in the U.K., as is illustrated by the English case of Clarmoda Ltd v Zoomphase Limited [2009] EWHC 2857 (Comm), decided on 13 November 2009. Sat, 23 Apr 2010 17:15:04 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8195 The English case of Nayyar and ors v Denton Wilde Sapte and Gauri Advani [2009] EWHC 3218 (QB), decided in December 2009, provides interesting reading for law firms whose solicitors might be tempted to engage in business activities which depart from the usual advisory role to be expected of a solicitor. More broadly it is a useful illustration of the application of the legal ideas of the apparent and implied authority of an agent. It exhorts us to remember that law firms are not necessarily liable for the activities of their employees only when the firm considers a client to be a client, all necessary form-filling having been completed. A firm’s liability can arise before the point at which the firm has been formally retained by the client. Thu, 14 Apr 2010 17:28:53 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8186 The Outer House case of Credential Bath Street Limited v Venture Investment Placement Ltd from 2007 illustrates the ongoing potential for divergence between approaches to interpretation of contracts north and south of the border. Fri, 08 Apr 2010 11:17:26 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8160 The third Edinburgh Centre for Commercial Law Annual Lecture was given by the Rt Hon Lord Hope of Craighead on 12 March 2010. His title was: "Taking the case to London: maybe it's not all over after all." Fri, 18 Mar 2010 13:28:56 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8152 Today is World Consumer Rights Day, and the theme for 2010 is "our money, our rights". Consumers in the UK now benefit from wide-ranging protection (which is predominantly statutory), including the Sale of Goods Act 1979, the Consumer Credit Act 1974, and a raft of Regulations implementing European Directives. The most recent consumer protection developments in the UK have been those to reflect Europe-wide concerns, and perhaps the most notable is the Unfair Commercial Practices Directive, implemented as the Consumer Protection from Unfair Trading Regulations. Tue, 15 Mar 2010 13:32:24 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8147 The decision of the Court of Appeal in Kulkarni v Manor Credit (Davenham) Ltd [2010] EWCA Civ 69, dealt with the issue of the passing of property under s 18, r 5 of the Sale of Goods Act 1979, in order to decide whether the purchaser, who had been the subject of fraud, could avail himself of s 27 of the Hire-Purchase Act 1964, which, as the Court points out [para 1], constitutes an exception to the nemo dat rule. Tue, 08 Mar 2010 20:25:49 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8122 A recent ruling of the Advertising Standards Authority suggests that businesses which trade online should think twice about circulating printed advertisements in certain situations. Where an online business has variable pricing, which reacts to changes in supply and demand in the marketplace, it will be misleading to circulate hard copy advertising material which advertises those goods/services at a fixed price if the fixed price is not available for the full duration that the ad is in circulation. Tue, 01 Mar 2010 21:48:49 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8101 In March 2009 the Edinburgh Centre for Commercial Law held a book launch to mark the publication of The Unauthorised Agent: Perspectives From European and Comparative Law (Cambridge University Press, 2009). This book was a comparative project, co-edited by the Centre's Laura Macgregor and her Dutch colleague, Danny Busch of the University of Nijmegen. This book has now been referred to by the Attorney-General in a significant case on apparent authority in the Dutch Supreme Court. Tue, 22 Feb 2010 11:37:01 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8062 The international private law relating to tangible moveable property was described by Cheshire in 1952 as “the most intractable topic in English private international law.” 50 years later Dr Janeen Carruthers, now one of the editors of Cheshire’s majestic textbook on international private law, states in her The Transfer of Property in the Conflict of Laws (para 6.05), “The complexity of the rules concerning chattels , however, is surpassed by that concerning the rules relating to intangible moveable property”. Tue, 08 Feb 2010 12:20:01 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8061 The Inner House has decided an interesting case on the incorporation of standard terms and on contract formation generally. The case is Baillie Estates Ltd v Du Pont (UK) Ltd [2009] CSOH 95, decided by Lords Clarke, Carloway and Sir David Edward QC, with Lord Clarke delivering the opinion of the court. Tue, 08 Feb 2010 11:40:11 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8049 When seeking to understand the UK's complex legislation governing unfair terms, the need to incorporate standard trading terms and conditions into a contract is often overlooked. The recent case of C R Smith Glaziers (Dunfermline) Limited v Toolcom Supplies Limited and Fit-Lock Systems Ltd [2010] CSOH 7 reminds us of the importance of this step in the legal analysis. Sat, 29 Jan 2010 16:44:03 Gillian Black, David Cabrelli, Parker Hood, Laura Macgregor and Scot Wortleyhttp://www.law.ed.ac.uk/ecclblog/blogentry.aspx?blogentryref=8040 Next Monday 1st February 2010 is pleased to welcome Joan Cradden, from Brodies LLP. She will speak on "The furore over banker's bonuses and its influence on the development of remuneration policies and the employment contract" in lecture theatre 175, Old College. The event begins at 6 pm and will be followed by a wine reception. All are welcome to attend. Thu, 20 Jan 2010 22:52:01