Steven Mather Solicitor
Steven MatherSolicitor
0116 3667 900

Writing

Mostly about deals going slightly wrong

357 articles on selling, buying and running a business, written for owners rather than for other solicitors.

When a Six-Month Non-Compete Collapses: Lessons for Every Business Owner (Huws Gray v Gentleman [2026])

A major builders' merchant just lost a High Court case trying to stop its salesman joining a rival - because of two words it forgot to define. In Huws Gray Ltd v Gentleman [2026] EWHC 1309 (Comm), the company had a six-month non-compete clause, took it to court, and lost on every point. The clause was drafted so widely it would have banned the employee from working in the rival's HR or finance team hundreds of miles away. And the one clause that would have protected its customers was useless, because two key terms were left undefined. If you employ salespeople, the lesson is simple: having a restrictive covenant is not the same as having one that works. Here's what went wrong - and what it means for your contracts.

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Copying website copy just got expensive: lessons from Airconco v DC Air

The High Court has confirmed that copying text from a competitor's website can cost you £10,000 in damages - and that "I could have hired a copywriter for less" is not a defence. In Airconco UK Ltd v DC Air Conditioning and Refrigeration Ltd [2026] EWHC 998 (Ch), HHJ Hacon dismissed an appeal against a maximum-track damages award, holding that where a claimant has an established licensing business with published rates, courts will use those rates as the measure of loss. Here is what the judgment means for UK businesses.

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When is default interest too much in a loan agreement? - Houssein v London Credit Ltd [2025]

The High Court has ruled in Houssein v London Credit Ltd [2025] EWHC 2749 (Ch) that a 4% monthly default interest rate on a property loan was enforceable and not a penalty. The case is a key win for private and non-bank lenders, confirming that strong default clauses can stand if they reflect genuine commercial risk. If you lend secured funds for property deals, make sure your facility or loan agreements are properly drafted and commercially justified. Steven Mather Solicitor advises on facility agreements, loan agreements and secured lending documentation.

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"Good faith" really does matter in contracts - Saxon Woods v Costa - Spring Media case

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.

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Buying or selling a 'book of business' or client bank - how it really works

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.

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The $1.7m deal by WhatsApp and Email – what every business needs to know about contract formation in the digital age

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.

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

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

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

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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When email "banter" bites in a business sale - Inspired Education v Tom Crombie 2025

Thinking of selling your business? A recent High Court case shows how an email chain can derail a sale even after completion. In Inspired Education v Tom Crombie, the buyer claimed the seller’s emails amounted to gross misconduct. The judge disagreed, but the case highlights the importance of clear disclosures, understanding warranties, and being mindful of what you write. If you’re selling your business, seek advice early to avoid costly disputes.

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Deferred Payments in Business Sales: Risks and Safeguards

Deferred payments can help bridge the gap between buyer affordability and seller expectations, but they come with risks. My latest article unpacks why deferred payments are so common in business sales, the main risks they pose, and practical ways sellers can protect themselves - like security arrangements, clear drafting, and thorough due diligence. If you’re selling your business, understanding these points can help you avoid costly pitfalls and secure the full value you deserve.

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Navigating Settlement Agreements for Workplace Accidents

Workplace injuries are an unfortunate reality, but how employers respond can make all the difference. In my latest blog post, I explain what employers should do immediately after an accident (hint: it’s not just about offering a settlement agreement). I cover the essential legal requirements for settlement agreements in workplace injury cases, including when they’re appropriate and how to avoid common pitfalls. Learn how to approach these agreements thoughtfully to resolve disputes fairly and effectively.

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Can You Claim Redundancy at the End of a Fixed-Term Contract?

When a business is sold, it’s common for the seller to stay on for a period of time to help with handover - often under a fixed-term employment or consultancy contract. But if that arrangement lasts more than two years, there may be unexpected legal consequences. This article explains when the end of a fixed-term contract amounts to a redundancy, what rights sellers might have, and the key differences between employment and consultancy in a post-sale context.

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Commercial Property Considerations When Buying or Selling a Business: The Ultimate Guide

Buying or selling a business in the UK involves many moving parts, and one critical aspect often overlooked is the commercial property tied to that business. Whether the business operates from a leased shop, an owned warehouse, or any commercial premises, property considerations can significantly impact the transaction. This comprehensive guide breaks down what you need to know in plain English – from dealing with lease assignments during an asset sale to conducting property due diligence in a share purchase.

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Why Becoming a Consultant Solicitor Could Be Your Best Career Move - My Ultimate Guide to Consultancy - Consultant Fees, Platform Choices, Lifestyle and more

Becoming a Consultant Solicitor changed my life. If you’re thinking about becoming a consultant solicitor and have questions about how it all works, but you want a genuine independent voice on consultant solicitors and not the brochure websites of the various consultancy law firms, this ultimate guide to becoming a consultant solicitor is for you!

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Don’t liquidate and use the same company name without the Court’s permission - Breach of Section 216 is automatic personal liability under s217 - Phoenix Names

A director who liquidates a company and then reuses that name without the Court’s permission can be personally liable for debts. Here’s a recent case on section 216 and how you can do it better.

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Share Purchase Agreements / Acquisitions Agreements - Was Disclosure Outside of the Disclosure Letter Disclosed - Court of Appeal case in Butcher v Pike [2021]

Can a buyer rely on disclosures made outside of a disclosure letter? And can a buyer bring a claim outside a contractual limitation period? A new Court of Appeal case discussed.

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Drop me a line

If you’re a business owner facing a legal problem, get in touch.

I’ll give you a steer and tell you whether I’m the right person for the job. If I’m not, I’ll say so and point you at someone who is.

Send me the detailsCall 0116 3667 900
Send me the detailsCall 0116 3667 900