Podcast Location:
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Corporate & Commercial Law
CPD Points:
Up to 1 point. details »

Due to the difference in guidelines between the SRA and the Bar Standards Board, CPD points are awarded differently for Solicitors, Barristers and Legal Executives:

Regulated by the Solicitors Regulation Authority:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Regulated by the Bar Standards Board:
Listen and pass the quiz: Gain 1 accredited CPD point (60 minutes)

Regulated by ILEX:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

  • FREE
30 minutes of audio
(+ optional 5 minute online quiz)
Plays on Computer:
Yes Downloadable as MP3:    Yes
Course Aims:

This podcast is aimed at commercial lawyers and those involved in litigation. It aims to explore a number of recent cases that have shed light on, among other things, interpreting phrases in a share purchase agreement and when is it reasonable to withhold content? When does "may" actually mean "shall" in a contract? What right does an agent have to commission after termination of his contract? This podcast also explores well developed areas of the law on promissory estoppel and the equitable remedy of rectification – specifically the approach to establishing the intentions of a corporate party.

After completing the course you will:
  • Be aware of the principles to be applied in interpreting phrases in a share purchase agreement and when it is reasonable to ‘withhold content’;
  • Understand when ‘shall’ can mean ‘may’ in a contract and what drafting implications that gives rise to;
  • Be aware of the prominence given by the court to the concept of commercial common sense in the face of difficult wording;
  • Understand the approach to be taken to an agent’s right to remuneration once they have ceased to act for their principle;
  • Understand the key principles that underpin the doctrine of promissory estoppel;
  • Understand the relevance of promissory estoppel in cases where a dispute arises concerning the period prior to the conclusion of a contract;
  • Understand what a party seeking rectification needs to demonstrate;
  • Understand whose intentions are relevant for determining whether rectification is possible – the corporate party to the agreement or the company’s agent.
General Interest Difficulty: 2 of 5
Case Update
Panel Discussion
Sources and References:
  • Unfair Contract Terms Act 1977 s26;
  • Sale of Goods Act 1979;
  • Portland Capital Technology Funds and others v 3M UK Holdings Limited [2011] EWHC 2895 (Comm);
  • AstraZeneca UK Ltd v IBM Corporation [2011] EWHC 306 (TCC);
  • Rainy Sky SA and others v Kookmin Bank [2011] UKSC 50;
  • Air Transworld Ltd v Bombardier Inc [2012] EWHC 243 (Comm);
  • Proactive Sports Management v Wayne Rooney and others [2011] EWCA Civ 1444.;
  • Spring Finance Limited v HS Real Company LLC [2011] EWHC 57 (Comm);
  • Amiri v BAE [2003] 2 Lloyd's Rep 767;
  • Entwhistle v Dent (1880) 1 Ex Ch R 812;
  • Hawksford Trustees Jersey Limited v Stella Global UK Limited [2012] EWCA Civ 55;
  • Trident Turboprop (Dublin) Ltd v First Flight Couriers Ltd [2009] EWCA Civ 290 (02 April 2009).

This podcast reviews a series of recent cases that will be of interest to commerical lawyers covering an agent's entitlement to commission, promissory estoppel, the remedy of rectification and interpretation of contracts.

Podcast added: 03/04/12

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