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Why breach of warranty was a better option than breach of indemnity – Learning Curve (NE) Group Ltd v Lewis [2025]

Why breach of warranty was a better option than breach of indemnity – Learning Curve (NE) Group Ltd v Lewis [2025]

by | Aug 15, 2025 | ,

The High Court’s decision in Learning Curve (Ne) Group Ltd v Lewis & Probert shows how a buyer can recover far more under a breach of warranty claim than a narrowly drafted indemnity. In this £16.8m business sale, funding compliance breaches cut the target’s value by over £5m. We explain the background, the court’s reasoning, and the key lessons on warranties, indemnities, disclosure, and buyer’s knowledge for anyone buying or selling a business.

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When a Trade Mark Claim Falls at the Final Hurdle – Iconix v Dream Pairs

by | Jun 26, 2025 | ,

The Supreme Court has dismissed a trade mark infringement claim brought by the owner of the UMBRO brand, even though the legal principles were decided in their favour. In Iconix v Dream Pairs, the Court ruled that post-sale confusion and real-world viewing angles can count in trade mark cases – but held that the trial judge’s original decision to dismiss the claim was not irrational and must stand. A case that shows the law may be with you, but the facts still win the day.

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Software as a Service – What should go in a SaaS agreement? A plain English guide for UK businesses

Software as a Service – What should go in a SaaS agreement? A plain English guide for UK businesses

by | Jun 20, 2025 |

What actually goes into a solid SaaS agreement – and what can go wrong if you don’t read the small print? Whether you’re selling or buying SaaS, this plain English guide walks you through the key clauses every UK business should include, from uptime guarantees to liability caps and data protection. No jargon, just practical advice to keep your contract (and your service) running smoothly.

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Deferred payments in business purchases: what sellers and buyers need to know

Deferred payments in business purchases: what sellers and buyers need to know

by | Jun 13, 2025 |

Not every buyer pays the full purchase price upfront. But if part of the money is deferred, both parties need to think carefully about how it’s structured, whether security is needed, and what it means for tax and TOGC rules. In this article, I explain how deferred payments work, when you might need a separate loan agreement, and how to protect yourself legally if things don’t go to plan.

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Selling a hospitality business: legal tips for pub and restaurant owners

Selling a hospitality business: legal tips for pub and restaurant owners

by | Jun 13, 2025 |

Thinking of selling your pub, café or restaurant? From leases and licences to staff and stock, there’s more to it than handing over the keys. In this practical guide, I break down what’s involved in a hospitality business sale, what documents you’ll need, and how to avoid the usual legal headaches. Whether you’re selling up to retire or move on to something new, this is everything you need to know before you say cheers and hand over the taps.

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