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What is Good Faith in contracts? The Court of Appeal’s decision in Saxon Woods Investments Ltd v Costa shows how seriously courts take good faith obligations in shareholders’ agreements. The case involved an unfair prejudice petition where a director delayed a promised company sale, breaching both the agreement and his duties to minority shareholders.
![When helping a friend turns into breaching a non-compete – Spill Bidco Ltd v Wishart [2025]](https://www.stevenmather.co.uk/wp-content/uploads/2025/10/spill-bidco-v-wishart-2025-1080x675.webp)
When you sell your business, your non-compete clause might stop you doing more than you think. In Spill Bidco Ltd v Wishart, a seller who funded and advised friends’ new ventures was found to have been concerned in competing businesses – breaching a standard non-compete clause. The case shows that even lending money or helping out informally after a sale can cross the line.
Introduction It is every employer’s nightmare scenario: you discover that one of your employees has been arrested or charged with a criminal offence. Sometimes the allegation has nothing to do with their work, but at other times it is directly relevant. Either way,...
Employee shareholder dispute? How to value shares, handle leaver terms, agree a clean settlement and avoid court. Clear guidance for employers and employees.
Can a WhatsApp message create a legally binding contract? In DAZN v Coupang, the Court of Appeal said yes – a USD1.7m broadcasting deal was sealed by email and messages, even without a signed agreement. This case is a warning for business owners: contracts can be formed before paperwork is signed. Learn the key lessons on “subject to contract”, urgent deals, and how courts treat informal communications.
![Selling your business? Get your disclosures right – Key lessons from Atten Bidco v Assassa [2025]](https://www.stevenmather.co.uk/wp-content/uploads/2025/09/Selling-your-business-Get-your-disclosures-right-Key-lessons-from-Atten-Bidco-v-Assassa-2025-1080x675.webp)
A recent High Court decision, Atten Bidco Ltd v Assassa and Others [2025] EWHC 2347 (Comm), has highlighted just how critical warranties and disclosure are when selling a business. For anyone thinking of selling their company, this case is a timely reminder of what...
hinking of buying or selling a book of business or client bank? Whether you’re an IFA, accountant, insurance broker or other professional – many advisers misunderstand what is really being transferred. Clients are not generally “owned” – what changes hands is goodwill, client records and the right to earn ongoing fees. In this guide I explain how client bank sales work in practice, how valuations are calculated, and what risks buyers and sellers need to watch out for.
Issuing a “small claim” isn’t always risk free. A recent Royal Albert Hall case shows how a modest dispute can be pushed onto the fast track, leaving the losing party with a five-figure costs bill — and even facing indemnity costs where the court finds their conduct unreasonable.
What’s the difference between a contract and a deed? While both are legally binding, a deed has stricter signing rules, can be enforced without consideration, and gives you a twelve-year limitation period. This article explains when the law requires a deed – such as powers of attorney in shareholders’ agreements – and when you might choose one for extra protection.
If your business offers highly specialised services, your biggest asset is your know-how – but once a customer sees how you work, they may try to copy it. This article explains how to protect your processes and expertise with the right contract clauses, from exclusivity of supply to bringing-in-house restrictions, so you keep your competitive edge.
Business Consultant