Category Archive: Commercial

Sintons once again wins praise from Legal 500 2024

Sintons has again confirmed its position as one of the leading law firms in the North of England with the release of Legal 500 2024, which highlights the expertise and client service excellence delivered by departments and key individuals across the business.

Newcastle-based Sintons has won praise across the firm for the high levels of legal advice and personal service it delivers, and it is highlighted in four key practice areas as being leaders in its field in the North of England, and being recommended in 15 others.

A total of 48 lawyers are recommended for their standout practice in their respective fields, with fifteen of its lawyers hailed as leading individuals, which comprises experts in their field from across the North. Head of licensing Sarah Smith maintains her place in the Legal 500 Hall of Fame, in recognition of being a leading individual consistently for more than a decade.

A further four are named as next generation partners, and four hailed as rising stars.

While Sintons has for many years continually been named by Legal 500 as one of the key law firms in the North, its rankings for 2024 show the firm’s ongoing growth and progress, with gains made in many key practice areas.

Newly released for 2024, Legal 500 is based on extensive research into law firms throughout the UK, with its independent findings based on examples of work, client and peer testimonials and interviews.

In Legal 500 2024, Sintons is named as a top tier firm in:

Its leading individuals have been named as:

Next generation partners have been hailed as:

Rising stars are:

Christopher Welch, managing partner of Sintons, says: “This is a phenomenal and very well deserved assessment of our performance as a firm. We are ranked as leaders in our field in several key practice areas, with Legal 500 rightly recognising the huge capability and expertise we have here, and the progress we continue to make.

“Sintons is all about our people, and to see so many recognised for the outstanding efforts they make on behalf of our clients is fantastic news. We have excellence running throughout the business, in all areas of our work, and our team are all absolutely committed to delivering the best possible service and outcomes to our clients.”

Former Scottish Parliament advisor joins Sintons

A solicitor who has previously been a key advisor to the Scottish Parliament has become the latest addition to the fast-growing team at Sintons.

Heike Stephenson moves to Sintons having spent over ten years working in the Scottish Parliament as part of its in-house corporate team.

Heike, originally from Germany, was the Parliament’s lead legal adviser on data protection, and led on a number of major initiatives.

She joins Sintons as a senior associate in the commercial team, specialising in commercial contracts, data protection and regulatory matters, particularly in the public sector.

Heike becomes the latest senior lawyer to join Sintons, which continues to grow through new key appointments to strengthen its team across all practice areas of the firm.

“I am very pleased to join Sintons, a firm which enjoys such a strong reputation across the North East and beyond,” says Heike.

“Its years of experience and expertise in supporting businesses and organisations  truly makes it a stand-out name in the marketplace, and I look forward to working with the team to build that even further.”

Karen Simms, head of the commercial team at Sintons, says: “Heike is a highly capable and experienced lawyer, and the significant role she played as an advisor within the Scottish Parliament demonstrates in itself the quality and esteem in which she is held.

“We are delighted to welcome Heike to Sintons, at a time of ongoing growth for the firm through the addition of outstanding new legal talent in strategic areas of the business. We are widely known and highly regarded for our role in advising public sector organisations, and Heike’s experience of negotiating the landscape of such bodies at a national level will add even further to our expertise in this area.”

Sintons appoints new commercial partner

Law firm Sintons is continuing its strong growth across the firm with the appointment of a new partner.

Matthew Strain becomes a partner in Sintons’ commercial team, which supports businesses regionally and nationally – from pre-startups to multi-site ventures – with the full range of commercial issues, including contracts, shareholder matters and regulation.

Matthew, a highly experienced solicitor in this area of law, specialises in commercial structuring, litigation and supporting corporate transactions. He also has experience in high value, complex cases with international dimensions.

He joins Sintons at a time of growth for the commercial department and the wider firm, and relocates from London for the opportunity.

“I am very pleased to join the partnership of Sintons at a very exciting time of ongoing growth and progress for the firm,” says Matthew, who is also a non-practicing barrister.

“The commercial team has an excellent presence in the marketplace and supports clients across the country at all stages of development in achieving their goals and putting the necessary provision in place for that to happen.

“Sintons has a long and proud heritage and a first-rate reputation for its legal work and client service excellence, and I look forward to continuing to build this.”

Karen Simms, head of the commercial team at Sintons, says: “Matthew has an extremely strong track record in commercial work and we are delighted to welcome him to Sintons.

“Our commercial department is regularly appointed by clients – both new and existing – on a national basis, and our reputation precedes us in terms of both our legal capability and client service. We are very proud of this, and the commitment we have to absolutely every matter we work on, and are always striving to build this even further.

“The team and I are very much looking forward to working alongside Matthew in doing this, as we work together to continue to deliver excellence to our clients.”

Intellectual Property or Just Clever Buildings?

Some of the iconic buildings and structures in the North East have built up a resonance with the public in a way that makes them very tempting to use for commercial purposes in advertising and promotion. The Angel of the North, the Gateshead Millennium Bridge, Bamburgh Castle to name a few.

Is the use of photographs or other representations of these buildings and structures without risk?

What is protected by Copyright?

Work that is protected by copyright under the Copyright, Designs and Patents Act 1988 (CDPA) includes artistic work which includes a work of architecture being a building or a model for a building; and graphic works which includes diagrams, drawings, maps, charts and plans.

What is permitted?

Copyright in (a) buildings, and (b) sculptures and models for buildings, if permanently situated in a public place or in premises open to the public, is not infringed by making a graphic work representing it, photographing or filming of it, or making a broadcast of a visual image of it (the so called section 62 exception).

So, in general, it is permitted to take a photograph or drawing of a building which is in a public place. If you are the photographer or artist, you will also be the first owner of the copyright in the photographs or drawings and be entitled to commercially exploit your work. However, there are always exceptions and other areas of risk to watch out for. I have set out some tips to help you avoid problems in the future.

TIPS TO AVOID INFRINGEMENT

  • You need to ensure you know the building is in a public place, as many areas that you may think are public are in actual fact privately owned. For example, many museums, art galleries, stately homes, public attractions, churches and football grounds are on private land and you would need the permission of the landowner in order to be able to commercialise your photos, or even just take photos, in these places.
  • There are also some public places that have byelaws preventing commercial photography without obtaining prior written consent, such as in Trafalgar Square and Parliament Square.
  • The Eiffel Tower in Paris falls within the public domain but its lighting and sparkling lights are protected by copyright so professional use of images of the Eiffel Tower at night require prior authorisation.
  • Care should also be taken when taking photos of 2D graphical works such as posters, artwork or commissioned murals which are located in public places. Making copies of those works could be an infringement of copyright and therefore you should carry out some due diligence as to ownership and permissions required.
  • If the building is still within the term of copyright protection (which normally lasts for the life of the architect plus 70 years) then you will need the permission of the copyright owner to make a physical 3D reproduction of a building.
  • Permission may be required to reproduce any trademarks (names and logos) that are visible on a building.
  • Although the law in the UK is uncertain regarding privacy, you should be careful when including in your work, pictures of people in a public place.

Legal advice should always be obtained prior to embarking on a business venture that reproduces images of iconic buildings or other artistic or graphical works.

Sintons’ ‘nationally recognised’ specialism supports tech sector growth

Law firm Sintons has won praise from Chambers and Partners 2023 for its “nationally recognised” specialism in supporting the tech sector.

Sintons is well known for its support for both established and fledgling tech firms, says Chambers, with renowned expertise in education and healthtech, acting for a broad range of public sector clients.

The firm’s IT specialism wins praise for its value for money approach, with Chambers stating that Sintons “offers pragmatic and accurate advice….(they are) excellent at communication”.

Senior associate Chloe Dinsdale is highlighted for her work in commercial IT contracts, with “particular expertise” in public sector technology matters.

“Chloe is an excellent lawyer…extremely skilled, knowledgeable and pragmatic,” quotes Chambers.

The strong ratings from Chambers come only weeks after the release of Legal 500 2023, which similarly found Sintons to be a leading advisor in the support of tech firms regionally and across the North.

Christopher Welch, managing partner at Sintons, says: “Sintons has a strong reputation for its work in supporting businesses operating within the tech sector, supporting from pre-startup to international expansion. Our advisors are with them at every step on their journey, and we have a long track record in supporting tech businesses to achieve their potential.

“To receive such positive endorsement of what we do from Chambers is great news, particularly coming so soon after the findings of Legal 500, which also pointed to Sintons’ work in helping the tech sector to thrive across the North East and beyond. This is further independent evidence of the outstanding work of our team in this area.”

IP team praised for capability by Chambers and Partners 2023

The specialist intellectual property (IP) team at Sintons has been praised for the breadth of its client based and the “excellent service” it delivers to them by Chambers and Partners 2023.

The team acts for a range of clients with licensing agreements, trade mark registrations and service contracts. Clients come from a range of sectors, including healthcare, online services and education.

The firm provides “excellent service on complex matters,” says Chambers, with its work with universities around the provision of digital teaching programmes highlighted as a particular strength.

“Approachable and knowledgeable” head of IP Pippa Aitken is hailed as a leading advisor in the field, with “expertise” in all core IP rights including copyright, designs, trade marks and patents.

The ratings from Chambers come only weeks after the publication of Legal 500 2023, which also hailed Sintons’ strength in supporting businesses to protect and exploit the potential of their IP.

Christopher Welch, managing partner of Sintons, says: “Over many years, we have developed our IP specialism and are now a highly respected name in the marketplace. We have strength in a range of sector areas and are able to advise clients from the very early stages of their business in how to protect their most valuable assets which are fundamental to its identity and commercial potential.

“Chambers rightly highlights our strong capability in this area of work, with a commitment to delivering legal and client service excellence being at the heart of everything we do. The findings echo those of Legal 500, which also hailed our expertise and client-focused approach. To secure yet more independent endorsement of our work in this area is excellent news.”

‘Strong’ banking team praised by Chambers

The specialist banking team at Sintons is praised by Chambers and Partners 2023 for its “strong reputation” across the spectrum of its work.

The team has established a strong reputation across the North East and beyond, acting for both lenders and borrowers on banking and finance transactions.

It is also known as a leader in its field in real estate finance matters, where Chambers hails it as being particularly strong.

Sintons’ breadth of client base is also highlighted, with expertise across banking, health and social care, with presence in many others.

Chambers quotes that Sintons’ banking clients are “always made to feel like a priority” and praises the team’s ability to be “responsive and turn things around quickly”.

Head of practice Jane Meikle is again named as a key lawyer in her specialist field, with “significant experience” in advising clients on real estate finance, refinancing and corporate finance matters.

“Jane is highly focused on customer service and project delivery…she is an excellent banking lawyer with a strong technical understanding. She has the added ability to explain technical issues in plain language,” quotes Chambers.

The findings from Chambers come only weeks after similarly strong ratings from Legal 500 2023, which praised the team’s capability and particularly its support of clients during the COVID-19 pandemic.

Christopher Welch, managing partner of Sintons, says: “We are well known and highly respected in the marketplace for our expertise in banking and are regularly instructed by major businesses and lenders.

“We continue to grow in both size and presence, and our reputation is second to none.

“This recognition of our commitment to delivering legal and client service excellence is well earned and well deserved, and comes only weeks after Legal 500 reported similarly outstanding levels of service, giving more independent endorsement of what we are delivering here.”

“Expertise” of Sintons’ tech sector advisors praised

Sintons has been praised by Legal 500 2023 for its support of the technology sector through the “expertise” of its specialist IT and data team.

The team advises on a range of issues, from investment to M&A deals, through to high value vendor contracts, and acts for clients nationally.

Legal 500 praises its breadth of expertise, and also its present in the health tech sector and the intersection of intellectual property (IP) – an area where it won additional praise from the independent legal publication – with technology.

Data protection specialist associate Louise Weatherhead is named as a rising star in recognition of her work in this niche area.

Head of commercial Karen Simms, and senior associates Pippa Aitken and Chloe Dinsdale are all praised for their work within Sintons’ IT and data offering.

Christopher Welch, managing partner of Sintons, says: “Sintons has a strong reputation for its work in supporting businesses operating within the tech sector, with us acting for dynamic ventures at every stage of their progress – from pre-startup to multi-national expansion. Our presence in this area is highly respected, and we have a long track record in supporting dynamic businesses to achieve their potential.

“Legal 500 rightly recognises our capability and expertise in this area, and the wide range of matters on which we offer bespoke legal support. Legal and client service excellence is at the heart of everything we do at Sintons and we we again been independently recognised for delivering this to our clients.

“The capability and dedication of our team is central to everything we do at Sintons, and to see so many of our specialists in this very niche area of work given recognition is very pleasing.”

Sintons’ IP specialism hailed by Legal 500

Sintons has won praise from Legal 500 2023 for its specialist intellectual property (IP) offering, which sees it working across a range of sectors nationally.

The team supports clients across the country in protecting and exploiting the potential of their IP, while also being able to handle disputes and contentious matters.

Legal 500 hails its particular strengths in technology and healthcare – which sees it advise major clients including NHS Trusts – and capability to handle complex matters.

Head of IP, Pippa Aitken, is named as a rising star in recognition of her “expertise” in brand protection and trademark portfolio management.

Partners Karen Simms, Graeme Ritzema and Hilary Waters all add additional capability to the team through their respective specialisms. Senior associate Chloe Dinsdale is also named as a key contact within the team.

Christopher Welch, managing partner of Sintons, says: “Over many years, we have developed our IP specialism and are now a highly respected name in the marketplace. We have strength in a range of sector areas and are able to advise clients from the very early stages of their business – even pre-launch – in how to protect their assets.

“Legal 500 has rightly recognised our capability in this area of work. Under Pippa’s leadership, the department has grown its presence and profile significantly, and continues to do so in both the public and private sectors.”

Corporate and commercial teams praised by Legal 500

The corporate and commercial teams at Sintons have won praise for their “tremendously helpful, efficient and effective” approach, as they were again confirmed as one of the leading names in their field in the North of England by Legal 500 2023.

Sintons has a strong reputation for its work with businesses, with relationships routinely spanning many years and often multiple generations of ownership, with its commitment to delivering legal excellence and first-rate client service at the heart of its continuing development.

Legal 500 again hails its capability, with its strength in corporate work spanning mergers and acquisitions (M&A), private equity, reorganisations and finance transactions.

Its “particular knowledge” within manufacturing, renewable, technology and leisure sectors is singled out for praise.

Sintons’ commercial team “excels” in matters including collaboration agreements, data sharing issues, licences and regulatory and compliance work.

The corporate and commercial team again has three of the leading individuals in the North – head of corporate Adrian Dye, head of commercial Karen Simms and managing partner Christopher Welch – with partners Matt Collen and Emma Pern also highlighted as key names.

IP specialist Pippa Aitken and data and compliance lawyer Louise Weatherhead are both named as rising stars, in recognition of their work in their respective fields.

Legal 500 quotes clients and contemporaries, who attest Sintons’ capability and service excellence.

The team is “approachable, pragmatic, happy to re-go over ground where complex scenarios needed understanding”, stated one.

Another said: “In all of our work with Sintons they have been tremendously helpful, efficient, and effective. Work is done in a timely manner, to a high standard, and within the time frame expected. I have no qualms in recommending them highly.”

Managing partner Christopher Welch said: “We are known far and wide for our specialism in our services to business, with our corporate and commercial teams delivering a first-rate comprehensive offering with a focus on the highest standards of client service. Over years, we invest the time in building trusting and longstanding relationships with our clients, with new instructions coming in continually from across the UK to underpin our further growth.

“We are very pleased that our commitment and capability has again been recognised by Legal 500, with our core values of legal and client service excellence clear in its assessment of our offering. To have so many key members of our team highlighted for their work is also something we are very proud of – our people are what makes Sintons the outstanding firm it is, and this is rightful recognition of their efforts.”

Sintons continues its expansion with the announcement of promotions

Law firm Sintons continues its expansion with the announcement of six promotions across the different areas of its business.

The promotions, involving two new partners, one senior associate and three associates, recognise the talent, commitment and dedication of the individuals concerned in their specialist fields of work.

Corporate lawyer Emma Pern and private client specialist Paul Collingwood have each been promoted to partner.

Both have been instrumental in the growth and development of their respective teams and in overseeing complex matters on behalf of clients from across the UK.

Sintons has also promoted residential conveyancing specialist Suzanne Dixon to senior associate and has named three new associates – private client solicitor Lauren Coad, dispute resolution lawyer Adam Hutton and Neurotrauma specialist Nicki Waugh.

The two new Sintons’ partners spoke of their delight at their promotion.

“It feels great to be recognised for all my hard work, but I could not have done this without the support of everyone at Sintons, my clients and my contacts. I’m looking forward to this next stage in my career,” said Emma.

Paul said: “Being promoted to partner means a great deal to me, especially in a firm like Sintons. It is a great place to work and to progress within.

“I have been supported throughout my career here and I really look forward to the future and the different challenges that my promotion will bring.”

On becoming a senior associate, Suzanne said: “I’m so pleased and proud. It reflects my hard work and dedication, and the support that I’ve had from my supervisors and colleagues along the way.”

Sintons’ new associates also spoke of their pride at the recognition of their efforts.

“I am delighted to have been promoted to associate in the private client team said Lauren.

“The firm has been incredibly supportive of my professional development, and I’m thrilled to have the opportunity to be part of its growth, both regionally and nationally.”

Adam said: “This is a firm that is committed to investing in its employees to allow them to grow and progress in their careers.

“The dispute resolution department has an excellent reputation and I look forward to contributing to its growth and development whilst continuing to work with new and existing clients.”

Nicki added: “It means a lot to receive recognition for the work I do. I thank the firm for the support and encouragement they have given to me in achieving this goal.”

Christopher Welch, managing partner of Sintons, said: “We are lucky to have talented and committed people throughout Sintons. As an Investor in People we believe in nurturing and supporting all our people and encouraging them to achieve their full potential. It is a privilege each year to be able to reward the outstanding efforts we have seen with promotion.

“Emma and Paul have been with Sintons for a number of years and have excelled in their respective fields, becoming trusted advisors to clients from across the country and supporting them in some milestone moments in their lives. I am delighted to welcome them both as partners in the firm.

“Suzanne, Lauren, Adam and Nicki have all shown outstanding dedication to their clients and their roles, playing a key part in their growth and development of their respective teams.

“We wish them all the very best of luck as they continue to progress their careers at Sintons.”

Agriculture and Estates offering continues to develop at Sintons

Specialists from across Sintons are helping to drive forward the firm’s specialist agriculture and estates team, which continues to grow its profile and case load across the North of England.

The team has built trust with rurally-based families and businesses over the course of generations, with Sintons’ presence in rural and farming communities spanning much of its 126-year history.

The firm’s legal expertise and outstanding client service has made it the legal advisor of choice for people across several generations of families and business ownership, and its presence continues to grow across the North of England on the strength of its reputation.

Bringing together expertise and leading lawyers from across a number of Sintons practice areas, the agriculture and estates team – headed by Tom Wills – has made significant gains in the past few years in particular.

The firm’s specialism is widely known and respected in what is a very niche area of law, where few firms are recognised as having the capability and knowledge to truly serve the unique needs of rural communities.

Bringing in expertise from a host of specialisms, Sintons offers bespoke support in family law, real estate, contentious and non-contentious private client work, dispute resolution, regulatory and business matters, and commercial work.

Key team members comprise Alan Dawson, the firm’s chairman who has been known for supporting rural families for over 40 years; Angus Ashman, Jay Balmer, Robert Burn, Paul Collingwood, Sophie Croft, Cristina Falzon, Lauren Coad, Elizabeth Gallagher, Louise Kelly, Paul Liddle, Amanda Maskery, Louise Masters, Emelie Rowell, Emma Saunders and Sam Watts.

“The capability of our team is there for all to see, and few other firms can come anywhere close to the decades of expertise, experience and reputation we have in our agriculture and estates offering,” says Tom Wills.

“For generations, we have been by the sides of families and businesses in rural and agricultural communities across the North of England, earning the trust of these clients so they stay with us over the course of many years. It is a privilege to be able to support them through hugely significant moments in the lives of individuals and families, and to be able to give our expert advice to benefit businesses.

“We continue to grow on the strength of our reputation and the outstanding legal and client service we deliver, and our instructions come from across the entire region, often involving matters of great complexity, which Sintons is well equipped to handle.

“The growth we have seen, and continue to see, is hugely positive and confirms the standing that Sintons has held for many years in this very specialist area of law.”

Deal agreed for The Shard and O2 Arena contractor

Fieldway Group is backed by a major investor in Mowgli Street Food.

A Liverpool fire protection specialist, which is backed by a major investor in Mowgli Street Food, has bought a North East company that has worked on The Shard, Battersea Power Station and the O2 Arena.

Fieldway Group has acquired Intumescent Protective Coatings (IPCL) for an undisclosed sum.

The Liverpool-based company was founded in 2006 by CEO Brian Murphy and has been backed since 2018 by SME investor Foresight Group.

IPCL is a provider of specialist fire protection services including structural fire protection and fire stopping.

Headquartered in North Shields, IPCL has around 45 employees and has an annual revenue of more than £3m.

Its managing director and co-founder, Chris Arnott, and his co-directors are joining the enlarged business at completion.

Feildway CEO Brian Murphy said: “There is a near perfect synergy between the two businesses, and I am delighted that Foresight introduced me to Chris and the IPCL team.

“While we are specialists in active fire protection, IPCL is a leader in passive protection and has worked on some of the UK’s most iconic buildings.

“Alongside the strong organic growth we are seeing, we are open to further earnings-enhancing and complementary acquisitions – such as IPCL – as we look to grow to over £20m in revenues over the next two years.”

Foresight director David Turner added: “We are delighted to support Fieldway with this important transaction as it continues to expand in the fire protection market.

“The acquisition of IPCL both strengthens Fieldway’s service offering and opens up the North East and London markets to the wider group.

“Since our investment in 2018, the Fieldway team has nearly doubled from 35 to more than 60, and we expect this number to continue to grow throughout this year.”

Foresight, along with additional investment from Brian Murphy and Santander, provided funding for the deal.

Fieldway’s advisers on the transaction were DWF (legal), Armstrong Watson (finance and tax), BTG Advisory (structuring), RPL Advisory (commercial), ECSC (cyber) and Marsh (insurance).

IPCL was advised by Sintons (legal) and Tait Walker (finance).

*Featured in BusinessLive on 28th February 2022

 

Sintons again recognised for capability across the board by Chambers 2022

Sintons has again been hailed as one of the leading law firms in the North of England in newly-released rankings from Chambers and Partners UK.

The firm, consistently praised for its strength and capability throughout the business, again wins recognition for its legal expertise, deep experience and first-rate levels of client service.

Practice areas across the business win recognition as leaders in their field, with healthcare again being confirmed as one of the key advisors nationally for its work with growing numbers of NHS Trusts, organisations, professionals and healthcare businesses across the UK.

Chambers and Partners 2022, published today, also highlights 17 of Sintons’ lawyers as being stand-out names in their specialism, many of whom are recognised in the legal marketplace as being leading figures regionally and nationally.

The rankings come only weeks after Sintons won similar praise across the board from Legal 500, which also recognised the wide-ranging expertise, legal capability and service excellence the firm delivers to its clients.

Both Chambers and Legal 500 are independent publications which assess and rank law firms and lawyers throughout the UK, based on interviews, examples of work, and client and peer testimonials.

“For over 125 years, Sintons has built a well-deserved reputation as a first-rate legal advisor delivering outstanding levels of service to its clients, and those values have remained at the heart of the firm since our foundation in 1896,” says managing partner Christopher Welch.

“That these key features are consistently highlighted by independent legal publications like Chambers and Partners, and recently Legal 500 too, is a huge endorsement of what we do here at Sintons. Businesses, families and individuals put their trust in us to deliver an outstanding legal and personal service and that is what we deliver.

“Chambers again confirms our strength across the whole Sintons business, with capability and talent running throughout the firm, and a shared commitment by everyone here to continue to build Sintons so it can be the best it can be. We are all delighted to again have our efforts recognised in this way.”

‘Highly knowledgeable’ IT and telecoms team praised

Sintons has won praise from Legal 500 2022 for its specialism in IT and telecoms work.

The independent legal publication notes that Sintons’ client base comprises many businesses for whom technology is critical to their operations, further endorsing Sintons as a specialist advisor able to support such ventures.

Sintons is highlighted for delivering “highly knowledgeable” commercial advice to such companies, and for assisting with investment and significant M&A deals in the tech sector.

Legal 500 notes Sintons’ nationally-renowned capability in healthcare is significant in its IT and telecoms work, leveraging its “significant expertise…to offer a particularly valued health tech service”.

Senior associate Chloe Dinsdale is said to stand out for her work in this area, particularly in health tech, with Pippa Aitken and Karen Simms – who has “extensive experience” of advising on transactions and contracts – also noted as key figures in the team.

Christopher Welch, managing partner of Sintons, says: “Legal 500 rightly points to the fact that technology is central to many of our clients’ businesses, so the fact they appoint Sintons as their advisor is evidence in itself of the quality of service we provide.

“We are committed to delivering the highest quality of legal advice and client service, and our deep levels of knowledge and expertise means we can support clients instantly with a whole range of matters central to the operation of their venture.

“Our people are central to what we do at Sintons and it is very pleasing to see key people in our team highlighted for the outstanding work they do – this is yet further rightful recognition of the commitment and work of our team.”

IP team praised for quality of client service and legal advice

Sintons’ Intellectual Property (IP) team has been hailed as being “extremely helpful and responsive” delivering “sound and valuable advice”.

Legal 500 2022 notes the firm’s strength in the protection, development and commercialisation of new and emerging technologies through new business startups and spinouts.

It is particularly strong in healthcare, Legal 500 says, through which it can leverage the support of Sintons’ nationally renowned healthcare team.

Head of IP Pippa Aitken and Karen Simms are noted for their work in IP, with Karen being hailed as “extremely friendly, helpful and rigorous”.

Graeme Ritzema is a key individual in litigious matters, Legal 500 says.

Client testimonials cited by Legal 500 2022 point to Sintons’ capability and client service as being stand out factors. One said Sintons is an “extremely helpful and responsive firm. They have acted swiftly on our behalf and we feel they have given us sound and valuable advice”.

Christopher Welch, managing partner of Sintons, says: “Our IP team works with businesses and entrepreneurs from the very earliest stages of their journey, while also assisting large established organisations in IP matters they may not yet have considered, supporting them to protect their assets and to exploit the commercial value of their creations.

“Our expertise in this field is well known, alongside our commitment to client service, and to win acknowledgement from Legal 500 is rightful recognition of the work of our team.”

Corporate and commercial confirmed as leader in its field

The corporate and commercial team at Sintons has again been confirmed as one of the leaders in its field in the North of England by Legal 500 2022.

The independent legal publication praised Sintons for its strength across its offering, with its work in M&A transactions, buyouts, private equity deals and corporate restructuring being hailed as of particular significance.

It was also said to be “at the forefront” of healthcare work, while winning praise for its “strength” in energy and oil and gas, as well as leisure.

Three of the department’s key partners – Adrian Dye, Karen Simms and Christopher Welch, also managing partner of Sintons – were named as leading individuals in the North of England.

Senior associate Emma Pern was again recognised as a rising star, and partner Matt Collen was also highlighted as a key individual in the department.

Testimonials quoted in Legal 500 attest the key qualities on which Sintons prides itself – legal expertise combined with an outstanding personal service.

“Every single team member and every brief Sintons undertake is of the highest quality. They are a unique practice which delivers above and beyond my expectations,” Legal 500 quoted one client as saying.

Another said: “Each individual partner I work with makes me feel like we are one team. The used language is “we” and “us”, never “I” or “you”.

“The confidence they give me to run my business is a rare value to find and one that I could not be without. Chris Welch has made both myself and my business the success it is today.”

Christopher Welch, said: “Our reputation as one of the leading names in the North of England is something we are very proud of, and which we strive to continue to build. We are committed to delivering legal excellence and bespoke client service in each and every matter and we are delighted this has again been recognised by Legal 500.

“As an ambitious department and firm as a whole, we continue to win new work and clients throughout the UK, but continue to invest in the relationships with longstanding clients, many of whom have been with us for years and several generations of business ownership. Our clients are at the heart of everything we do, and to read such outstanding testimonials from them, attesting the fact we really do go above and beyond for them, is very pleasing indeed.”

Sintons once again wins praise from Legal 500 2022

Law firm Sintons has again maintained its reputation as one of the leading law firms in the North of England in newly-released rankings from Legal 500, winning plaudits for its strength and expertise across the firm.

Legal 500 2022, released today, renews its praise of Sintons and confirms them as being a go-to legal provider in the region in many key practice areas.

The independent publication – which ranks law firms and lawyers across the North, compiled as a result of examples of work, interviews and client and peer testimonials – names eight of Sintons’ lawyers as leading individuals, three as next generation partners and a further six as rising stars. One of its lawyers also secures the highly coveted accolade of being named in the Legal 500 Hall of Fame, in recognition of consistent achievement throughout their career.

The latest Legal 500 rankings add further to the long-standing reputation of Sintons – winner of five awards at the most recent Northern Law Awards, including overall Law Firm of the Year – as a leading player in the North of England, with national reach and capability in many of its departments.

The leading individuals at Sintons, as identified by Legal 500, are:

The next generation partners, as identified by Legal 500, are:

The lawyer named as member of the Legal 500 Hall of Fame is:

The rising stars at the firm are:

Christopher Welch, managing partner of Sintons, said: “We are very proud of the reputation we have built during our 125 year history as being a law firm which consistently offers legal excellence and an outstanding service to our clients, and for these two factors to again be recognised by Legal 500 as being a staple of Sintons’ offering is very pleasing.

We are delighted to maintain our position as one of the leading law firms in the North of England, with strength, capability and experience running throughout our practice areas.”

ICO Children’s Code – Are you prepared?

The ICO’s Age Appropriate Design Code (commonly known as the Children’s Code), requires businesses to make necessary changes to their online products and services to meet the standards set out in their statutory code of practice. The expectation is that by 2 September 2021 businesses will have met the 15 standards.

The aim of the code is to ensure children’s personal data is protected online.

If a business fails to meet the standards, there is a potential for enforcement action, such as compulsory audits, processing bans and fines, not to mention reputational damage. Although the ICO have stated that they will take a measured and proportionate approach, the 12 month transitional period is almost over and the ICO will expect progress to have been made.

What should you be doing now?

The ICO does not expect all businesses to be fully compliant by September 2021, however, you will be expected to have at least:

  • Decided whether you are in scope

You must determine whether your online products and services are in scope. Are they relevant information society services likely to be accessed by children? If they are, you need to be taking steps to ensure compliance. Even where you believe they are not, you must document and evidence your decision. The ICO suggest user testing and surveys, market research and academic literature will all be helpful to support your decision.

  • Undertaken a Data Protection Impact Assessment (DPIA)

Where you are in scope, you should complete a DPIA. Annex D of the code has a template DPIA . You will need to map children’s data and age ranges, as well as the associated user journey. To assist with assessing risks and mitigations, the ICO have provided additional resources on their website which should be used to finalise your compliance plan.

  • Put a road map in place

Set out steps you have taken so far and a proposed timeline to gain full compliance. Take a risk-based approach to your compliance, prioritising areas of higher risk.

The ICO state that 1 in 5 internet users are children and the aim of the code is “to protect children within the digital world, not protect them from it”. Businesses must put the best interests of the child first and work from there. For many, this will be a new way of designing, innovating and creating online products and services that children are likely to use.

Sheila Ramshaw is an Associate in the Regulatory Services department at Sintons. To speak to Sheila about this or any other matter, contact her on 0191 226 3739 or Sheila.Ramshaw@sintons.co.uk.

This week is Farm Safety Week (19-23 July 2021)

The Health and Safety Executive (HSE) has set out a list of the hazards to lungs in the farming and agriculture sector.

Chest problems, and ultimately work-related (occupational) lung disease, may occur as a result of breathing in dust vapours or chemicals from:

  • harvesting or handling grain, or mixing animal feedstuffs
  • feeding animals
  • handling mouldy hay or bedding and waste products from animals or poultry
  • slurry, silage
  • welding fume
  • some veterinary medicines and disinfectants

Risks include being exposed to dusts, vapours or chemicals at work for just a short time that may cause unpleasant irritation or inflammation in the nose, throat or lungs.

Longer exposure may lead to more serious chest problems and lung diseases, including asthma, chronic bronchitis and farmer’s lung.

These symptoms can be short-lived at the time of a job, or they may get worse and last longer until they are almost always present. They can be set off by even small exposures to any substance to which you have become allergic, or sensitised.

Controlling the hazards, avoid breathing in harmful substances by:

  • using alternative, safer substances where possible
  • changing to low dust materials, e.g. granules or pellets
  • enclosing sources of dust or spray
  • vacuuming spillages instead of sweeping them up

Reduce the amount you breathe in by:

  • using local exhaust ventilation (LEV) e.g. when welding
  • using effective filters in tractor or vehicle cabs
  • maintaining filters to the manufacturer’s instructions
  • improving ventilation in buildings
  • wearing appropriate, effective respiratory protective equipment (RPE)

All masks and respirators must be CE marked.

For more information on personal protective equipment (PPE), go to the HSE website.

Sheila Ramshaw is an Associate in the Regulatory Services department at Sintons. To speak to Sheila about this or any other matter, contact her on 0191 226 3739 or Sheila.Ramshaw@sintons.co.uk.

Double award shortlisting for Sintons

Law firm Sintons has been shortlisted in two categories of the North East Property Awards 2021, in recognition of the prominent role it has played in the region’s commercial property scene over the past year.

Sintons, widely regarded as one of the most capable property advisors in the North of England, has been named as a finalist in the Property Law Firm of the Year category. The shortlisting comes after Sintons was again involved in several major property deals during 2020 on a national basis.

The firm has also been shortlisted in the Property Deal of the Year category, which recognises its role in the acquisition of the Sir John Fitzgerald Group by Sintons’ longstanding client Ladhar Group.

The deal was the biggest leisure deal in the North East of 2020, retaining ownership of the century-old SJF brand in the region and strengthening Ladhar’s portfolio further as the hospitality sector emerges from the pandemic.

The North East Property Awards has become known as the flagship property event of the year in the region, recognising and rewarding businesses and individuals working within the sector and highlighting the ambition and investment being made in the North East’s commercial property scene.

The awards event will be held on July 8 and will be one of the first major black tie events to be held post-lockdown.

“We are very proud of the reputation we have built over many years for the expertise we have in our department, which enables us to handle the most complex of transactions for significant property owners throughout the UK, as well as for building longstanding relationships with such clients, which sees us routinely supporting them over many years with many significant milestones for their business,” says Mark Dobbin, head of real estate at Sintons.

“This double shortlisting in the North East Property Awards is yet more independent endorsement of the work we do and the highest standards we continually deliver. Despite the many challenges of 2020, we have been by the sides of our clients whenever they needed us, completing highly complex transactions in very short time-frames – all while working remotely – but have delivered on every occasion.

“The Sir John Fitzgerald acquisition is a case in point of the work we do – we have supported the Ladhar Group for many years, supporting them throughout their continual growth, and we are delighted to have been able to complete this highly significant transaction for them as they look to lead the region’s hospitality sector out of lockdown.

“We are very pleased with this latest recognition from the North East Property Awards and look forward to attending the event – to gather with our contemporaries and colleagues from the region’s property sector, like we always used to, is something we are all looking forward to immensely.”

Meet our Team – Sheila Ramshaw

Sheila Ramshaw

What is your role at Sintons and how long have you been with the firm? 

I have been with the firm for 17 months and am an associate in the regulatory and compliance team.

Tell us about your career to date…

I began my career in law with a training contract with a criminal defence solicitor in York. I completed my police station representation qualification and duty solicitor exams and represented clients at Magistrates’ Courts on a daily basis. I worked in the prison law department and assisted prisoners with parole hearings and adjudications. After a five year daily drive to York from Newcastle, I moved to Hartlepool, still working in crime, then moved to Newcastle in the role of regulatory with a firm in the city. Pre-GDPR so much of my work was privacy policies, staff training for companies and assisting companies with their applications to become FCA registered.

Can you tell us about your department and the work it does

The regulatory and compliance team at Sintons has a longstanding reputation as being a leader in its field, advising businesses around the North East and beyond for many years. We advise clients across public, private and third party sectors on regulatory compliance and provide training to firms on new legislation within their sector. We draft and assist with policies, risk assessments and procedures for health and safety, anti-money laundering, data protection, fraud and tax evasion. We assist with FCA matters and change of permissions as well as CQC matters. We have a good reputation in defending cases against Local Authorities. The team can conduct full on-site audits of all compliance processes for firms regulated by FCA, ICO, CQC or HSE, including internal processes. Additionally, we can represent clients at interview under caution, criminal courts and first tier tribunals

What have been your personal career highlights to date?

Winning cases. Quite often the regulatory body can be unfair in their proceedings and clients need a helping hand so they do not feel intimidated when facing them in court.

Sintons enjoys a first-rate reputation regionally and nationally for its work. What is it like to work here?

I can say with no doubt whatsoever, Sintons is the best law firm I have worked for. It is a pleasure to work for a firm that not only takes great pride in the service it provides to all clients, but is genuinely interested in the wellbeing of all its colleagues.

And finally, tell us about your interests outside work…

When not in lockdown, I enjoy cycling, regular gym workouts, spinning classes, sunny holidays abroad and eating out. While on lockdown, cooking and keeping in regular contact with my family via a WhatsApp group chat.

* Sheila Ramshaw is an associate in the regulatory and compliance team at Sintons. To speak to Sheila, please contact her on sheila.ramshaw@sintons.co.uk or 0191 226 3739.

 

Sintons’ specialists support startups via online initiatives

Specialists at Sintons are continuing to support emerging entrepreneurs across the region through its partnership with a leading forum to inspire the growth of startup businesses.

Sintons has been a prominent backer of Newcastle Startup Week since its creation in 2017, and has supported founder Paul Lancaster to develop the initiative into one of the biggest events of its kind, bringing together thousands of early-stage business owners with inspirational speakers from around the world, to help them achieve their aspirations.

However, due to the COVID-19 pandemic, the event was taken online last year, meaning its host of in-person conferences, workshops and social events were revised into groups held via Facebook.

The popular Founders’ Friday events, of which Sintons is also a prominent supporter, have also been taken online. The monthly events, traditionally held at TusPark Newcastle Eagle Labs, continue to provide a forum for inspiration for the region’s early-stage entrepreneurial community via a private Facebook group and dedicated YouTube channel.

Sintons is a leading expert advisor to the region’s startup community, regularly supporting the growth of businesses from pre-startup to scaleup and beyond, working with their owners on a full range of legal matters to help them realise their plans for growth and development.

The law firm’s team of expert advisors are continuing to support the region’s startup community via the Founders’ Friday and Newcastle Startup Week online platforms, with advice being given via webinar on a variety of issues relevant to business owners.

Business topics – including intellectual property, data protection, disputes and employment law – will be covered alongside private client matters, ensuring a business owner is protected in both their personal and professional lives.

David Pritchard, head of marketing at Sintons, says: “While it is of course disappointing that the region’s startup community still cannot be brought together in-person, Paul and his team have done an excellent job of taking these important meeting opportunities online.

“By creating forums via Facebook and YouTube, entrepreneurs continue to be able to access information and inspiration, ensuring they can receive the advice and support they need to help them and their business with whatever matter they are facing.

“We are delighted to continue to play our role in that, and our specialist team at Sintons remain here and contactable at all times, stepping up our support of entrepreneurs and their businesses during such turbulent times to ensure they receive the legal advice and guidance they need to ensure they can thrive into the future.”

Defamation in Practice – Lessons from Summerfield Browne v Waymouth

Negative online reviews can be devastating to businesses. Consumers have the right to leave reviews, both positive and negative, but there is a fine line between expressing a negative opinion and making a defamatory comment. The High Court’s decision in Summerfield Browne v Waymouth on 18 January 2021, in which the Defendant was ordered to pay damages of £25,000, will be heralded as a triumph for business owners, but the practical consequences should not be overlooked.

The Dispute

This was a claim in defamation, brought by a firm of solicitors against a former client. The Defendant had instructed the Claimant to provide advice regarding the enforcement of a Court Order, for which he was charged a fixed fee of £200. Unhappy with the advice he was given, the Defendant left a negative review on the Claimant’s Trustpilot page. That review included the phrase “A total waste of money another scam solicitor”, to which the Claimant took exception.

The Claimant argued that the words used meant that the Claimant had acted fraudulently or had in some way been dishonest. The Claimant further argued that such allegations were untrue and had caused it serious financial harm.

The Defendant argued that his review was his honest opinion, published in the public interest, and truthful. The Defendant also argued that his comment did not cause serious financial harm to the Claimant.

The Court’s Decision

At a hearing in the summer of 2020 the Court found that:

  • The words used by the Defendant (notably “scam”) had the plain meaning that the Claimant is dishonest and fraudulent;
  • The Defendant’s allegations were factual and could not be dressed as an opinion, so it did not matter whether the Defendant honestly believed that the Claimant had scammed him;
  • The Defendant could not have believed that he was acting in the public interest, in large part because he had offered to remove his review if the Claimant gave him a refund, so he could not rely on the defence of public interest; and
  • The Claimant could not rely on the defence of truth in the absence of any evidence supporting his allegations.

The Defendant was given additional time to amend his Defence to address the issue of serious financial harm. He failed to do so and the Defence was struck out.

The Claimant sought damages and an injunction as remedies, which were determined at the hearing on 18 January 2021. The Court found that:

  • The Claimant had not proven its claim for special damages of £300 per day, noting that no accounting evidence was provided;
  • There had been serious financial harm due to a drop in enquiries to the firm after the review was published, and that general damages in the sum of £25,000 would be adequate to reflect the seriousness of the defamation, the financial loss and for the purposes of vindication;
  • The Defendant should be required to remove the review and be restrained from republishing it by a permanent injunction;
  • Trustpilot should be required to remove the review on the basis that the Defendant was unlikely to comply with the injunction; and
  • The Defendant should pay the Claimant’s costs.

Lessons

Before drawing any conclusions from this Judgment, it must be stressed that the Defendant did not engage with these proceedings in any meaningful way. We may never know if the outcome would have been different if he had been professionally represented, complied with the Court’s directions, submitted evidence and attended the hearing.

Nevertheless, it is a clear statement of intent that the Courts will not tolerate the use of consumer review sites as weapons. Importantly, the defence of honest opinion is effectively removed when allegations of wrongdoing are made by a reviewer, and those who offer to remove their reviews in return for some recompense are unlikely to be allowed to rely on the defence of public interest. As such, reviewers are at significant financial risk if any allegations of wrongdoing cannot be substantiated.

It is also important to note the practical consequences of this case. The injunction requiring the removal of the review and preventing further publication by the Defendant has done little to suppress the defamatory remarks from public view. Although the offending review appears to have been removed from Trustpilot, it has now been published alongside the Claimant’s name in the national press and a number of online articles like this one.

In addition, since the Judgment was handed down and particularly since it became national news, the Claimant’s Trustpilot page has been bombarded with one-star reviews from people who openly admit they have never been clients of the firm. Although Trustpilot has frozen the page to prevent further comments, a Trustpilot statement is now pinned to the page that condemns “the use of legal action to silence consumer’s freedom of speech”, and “extreme measures against a consumer voicing their genuine opinion.” It remains to be seen whether this matter has truly concluded.

This case shows that recourse is available to businesses dealing with defamatory reviews, but it is important to step back and consider the bigger picture before taking action. That may involve co-operation between a number of professionals with expertise in public relations, social media, and search engine optimisation, as well as the law.

Robert Burn is a Solicitor in the dispute resolution team at Sintons. To speak to Robert further on this topic, contact him on 0191 226 3800 or robert.burn@sintons.co.uk.

The case of Trecarrell House Ltd v Patricia Rouncefield- Residential landlords’ ability to use no fault eviction procedure after late service of gas safety certificate

The recent majority ruling of the Court of Appeal in the case of Trecarrell House Ltd v Rouncefield is a welcome decision for landlords.

The Gas Safety Regulations 1998 impose obligations on residential landlords to manage the risks associated with gas appliances. In the case of Trecarrell House Ltd v Rouncefield, the Court of Appeal was asked to consider the relationship between the Gas Safety Regulations 1998, and s.21 of the Housing Act 1988. S.21 provides landlords with a no-fault ground for possession against an assured shorthold tenant, if the landlord is in breach of a requirement contained in s.21A. One of the requirements referred to in s.21A is reg.36(6) of the Gas Safety Regulations 1998. Regulation 36(6) operates to ensure a landlord has provided a current gas safety certificate to a tenant prior to occupation (36(6)(b)). The landlord should also provide a copy of any subsequent certificate to the tenant within 28 days of inspection (36(6)(a)).

Trecarrell House Ltd v Rouncefield concerned an assured shorthold tenancy, granted to Rouncefield, the tenant, in February 2017. Upon the commencement of the tenancy, Ms Rouncefield was not provided with a gas safety certificate by her landlord, Trecarrell House Ltd. In November 2017, she was provided with the relevant certificate, which was dated January 2017. In May 2018, Ms Rouncefield was served notice under s.21, and Trecarrell House issued possession proceedings. The Tenant defended this notice on the basis that she had not been provided with a gas safety certificate prior to taking occupation. Ms Rouncefield claimed this left the landlord in breach of regulation 36, thus unable to serve notice on the basis of s.21.  The Deputy District Judge dismissed Ms Rouncefield’s defence and granted the possession order. However on appeal, the Circuit Judge allowed the defence, on the basis that the landlord could not remedy the failure to provide the gas safety certificate before occupation.

When the matter progressed to the Court of Appeal, the Court concluded that the Landlord’s late compliance to provide the Tenant with a copy of the most recent gas safety certificate, pursuant to reg.36(6)(b)) was not sufficient to prevent the Landlord from providing the Tenant with s.21 notice. The Court held that the correct interpretation of the relationship between the Regulations and s.21A was that the time period for presenting a tenant with a certificate contained within reg.36(6)(a-b) did not apply. So long as a landlord has served a copy of the most recent gas safety certificate on the tenant before they serve the s.21 notice, possession proceedings can go ahead.

The Court of Appeal also issued an additional reminder to landlords regarding the importance of providing tenants with a copy of the most recent gas safety certificate before occupation, or within 28 days of inspection. A landlord’s failure to fulfil their obligations under the Gas Safety Regulations 1998 is a criminal offence. However, given the effects of the COVID-19 pandemic which may have caused a delay in gas safety tests going ahead, the Court’s decision in Trecarrell House v Rouncefield will likely provide some relief for landlords.

If you would like any further information or to discuss any business matter, please contact us.

Supreme Court confirms Uber drivers are workers

The Supreme Court has today (19 February 2021) handed down judgment in what can be considered a landmark case in employment status.

Uber BV and others -v- Aslam and others [2021] UKSC 5 has confirmed that Uber drivers are workers for the purposes of the Employment Rights Act (“ERA”) 1996, the National Minimum Wage Act (“NMWA”) 1998 and the Working Time Regulations (“WTR”) 1998.

Background

The claimants were private hire vehicle drivers providing their services through the Uber smartphone application (the “Uber app”). They brought claims against their employer, Uber, under the ERA 1996, NMWA 1998, and the WTR 1998 for failure to pay the minimum wage, and failure to provide paid leave. The respondents asserted that the claimants were not workers and were not afforded protection under this legislation.

The Employment Tribunal found that the respondents were workers and that they were working whenever they (a) had the Uber app switched on; (b) were within the territory in which they were authorised to work; and (c) were able and willing to accept trips. These findings were upheld by the Employment Appeal Tribunal and the Court of Appeal.

Uber appealed again to the Supreme Court. The issues to decide were a) whether the drivers were considered workers; and b) if they were, what periods constituted their working time.

The Supreme Court

The Supreme Court unanimously dismissed Uber’s appeal and has confirmed that the claimants are workers for the purposes of the ERA 1996, NMWA 1998, and the WTR 1998. The Supreme Court held that the Employment Tribunal was justified in its findings and considered the following factors as part of its judgment:

  1. Uber sets the fare and so dictates the drivers’ pay;
  2. the contract terms are dictated by Uber;
  3. Uber can impose penalties on drivers if they cancel or decline too many trips once logged on to the Uber app;
  4. Uber exercises significant control over how services are delivered; and
  5. Uber restricts communications between the driver and passenger.

The question as to whether individuals providing services in the gig economy should enjoy some or all of the rights and protections associated with worker status has been a topic of debate for some time, particularly in situations where there is an inequality of bargaining power. With approximately 5 million people in the UK currently employed in the gig economy, this case will have wide ranging implications in how workers are defined in the modern and increasingly technology-influenced workplace.

If you have any questions or would like to discuss any of the issues raised in this article please contact a member of our Employment Team.

A law firm for changing times

While the foundation of Sintons did not occur during a particularly prosperous time for British agriculture, happily we have gone on to enjoy better times since then, with our team being by the sides of farming families and business owners since 1896.

Back in the late 19th century, at a time our economy continued to suffer from the Great Depression of British Agriculture, Sintons was born.

Many a challenge has followed that time for our community – from World Wars to Brexit, climate change to a deadly global pandemic, and seemingly everything between! – but our farmers have remained steadfast and committed to their purpose, and have enabled British agriculture to be an industry we can all be proud of.

And for the past 125 years, Sintons has been proud to have been the trusted advisor to ever-increasing numbers of farming families across Northumberland, Yorkshire, County Durham and Cumbria, turning to us for expert advice and personal service time and again.

This month, we mark our 125th year in business – from starting life as Sutton Cheshire & Thompson on February 8, 1896, we then merged with John H. Sinton & Co in 1971 to become Sinton & Co, and later Sintons.

And while much has changed with the Sintons business, and indeed in the world in general, we have never lost our ethos which many liken to a ‘family business’ – we care deeply about our clients and invest the time to build long-lasting and trusting relationships. We recognise the value of personal service, in addition to the legal excellence our clients expect, and that will always be a staple of our approach.

Over the years, the law around agriculture has changed on many an occasion – as we all know, the sector is subject to much legislation, but there have been a few key points during the past century-and-a-quarter to help create the industry we have now.

The Agriculture Act of 1947 is often cited as revamping agricultural law. Providing food security after the impact of World War 2, it guaranteed prices, markets and tenure, so a farmer could be assured that his land would not be taken away and whatever he grew would be sold at a known price.

That new certainty provided the basis for farmers to grow and invest in their operations with renewed confidence, and many of our clients confirm the kickstarting of the progress of their own family businesses can be traced back to that Act.

The Agriculture (Miscellaneous Provisions) Act of 1976 marked another far-reaching piece of legislation. This allowed for the succession of agricultural tenancies, so on a farmer’s death, a relative with relevant skills or experience and no holding of his own could inherit the tenancy,  limited to two generations of tenant. Again, in terms of its impact and the renewed security it provided to families, it was a landmark moment for the sector.

The Agricultural Holdings Act 1986 also remains highly significant and important in providing more detail around the operation and curtailment of such rights.

What lies ahead remains to be seen, particularly as we emerge from the ‘double whammy’ of coming out of the COVID-19 pandemic and the crippling effect that has had on the economy straight into the unknown of Brexit.

But our team at Sintons will be by the sides of clients, old and new, to support them through the turbulence, just as we have been for the last 125 years. We are proud to be a law firm for changing times, with our dedication to clients being a constant factor throughout whatever the future may hold.

If you would like any further information or to discuss any rural related matter, please contact Tom Wills, head of the agriculture & estates department at Sintons.

Pullman Foods: Repairing obligation at yield up and the extent and effect of the presence of asbestos

In the recent case of Pullman Foods Ltd v The Welsh Ministers and another [2020], the High Court was asked to consider whether a tenant’s failure to remove asbestos-containing materials from a site amounted to a breach of the yield up covenant contained within the lease.

Most commercial leases will impose an obligation on the tenant to keep and return a property in good repair and condition, often to the satisfaction of the landlord. Pullman Foods was the tenant of a piece of land at Swansea Dock, and built a number of cold storage buildings on the premises during the early 1970s. In 2013, the Welsh Ministers, who held the reversion of the lease, served a s.25 Landlord and Tenant Act 1954 notice on Pullman to terminate the lease. Pullman did not seek a new tenancy and vacated the premises in 2015. As Pullman vacated without demolishing the buildings, two successive licences were granted to BFS, Pullman’s parent company, to enter the premises in order to remove the cold storage buildings. However, asbestos-containing materials had been used during the construction of the buildings in the 1970s. Upon their demolition, adequate precautions were not taken regarding safe disposal of the asbestos-containing materials, which resulted in the land subject to the lease becoming heavily contaminated.

In 2019, Pullman began proceedings against Welsh Ministers, claiming compensation stemming from the termination of their tenancy in accordance with s.37 of the 1954 Act. Welsh Ministers did not object to this, however did raise a counterclaim regarding Pullman’s failure to fulfil their obligation under the yield up covenant, and BFS’ breach of licence.

The yield up covenant in the lease required Pullman to return the site ‘in good and substantial repair and condition to the satisfaction of the landlord’. The High Court found that use of the word ‘condition’ imposes an obligation on the lessee which goes beyond strict repair. Although the Court stated that Welsh Ministers did not have absolute discretion to decide the standard which met good condition, they did confirm that they had the freedom to form their own judgement so long as it was reasonably held. Pullman’s failure to safely remove the buildings directly resulted in contamination of the land, meaning the site was not returned in a condition which could reasonably be considered in ‘good and substantial repair’.

The Court found Pullman to be in breach of covenant, in that they did not return the property in good condition by failing to demolish the buildings. BFS were also held to be in breach of licence, as although there was no express obligation to comply with the covenant in the lease, it had failed to remove building remains containing asbestos. They had also failed to inform Welsh Ministers of the presence of contaminated material. BFS were deemed responsible to the Welsh Government for the full costs of remediation, whilst Pullman was liable for damages as a consequence of breaching the yield up covenant contained within the lease.

This case highlights the importance of due diligence regarding remediation. Tenants should ensure that they understand their obligations contained within the lease, in order to be able to comply with yield up covenants. Such obligations may require significantly more action and repairs than anticipated. The Court did also note that even if the asbestos had been present before the grant of the lease, the yield up covenant would still apply. This demonstrates the importance of undertaking environmental due diligence, to identify contamination and hazardous building materials before entering into a lease. No doubt, this will provide a tenant with the opportunity to consider their obligations, in order to protect themselves from costly remediation works when exiting a lease

If you would like any further information or to discuss any business matter, please contact us.

‘We’re proud to have helped make Sintons the firm it is’

As Sintons celebrates its 125th anniversary, some of its team share their thoughts and experiences of being part of the firm and playing their role in its growth. From those who have been at Sintons for over 30 years to those who have joined more recently, here they discuss what makes the firm stand out in the competitive legal marketplace, while also being a great place to work.

Amanda Maskery, partner and head of NHS healthcare

“I have been at Sintons now for nearly 20 years and during that time I have progressed from trainee to partner level and more recently to head of our fast-growing NHS Healthcare team. Many of my clients have been with Sintons for years and grown with me and I think a large part of that is because we have built such strong and trusting relationships with them.

The firm has grown significantly since I first started working here – it has doubled in size.  However, the same culture, values and traditions are still imbedded which means whilst the firm changed in size, it still embraces the supportive nurturing culture you only find at Sintons which cascades from the top down.

As I began life as a trainee at Sintons, it’s fantastic to be able to support others in progressing and achieving their goals. We have a strong team and great dynamic and that is evident to our young lawyers who bring with them a refreshing approach to the Sintons culture.”

Leah Greenwell, solicitor apprentice

“Starting my career, it was important to find a firm with local roots and a reputation for providing high quality training. The first-class levels of service Sintons provide is testament to the standard of training they deliver, and there was no question which firm I wanted my career to start in.

Sintons have always focused on ensuring that my development is put first and have laid the foundations for a successful career as a solicitor. Being a full service firm has given me the opportunity to experience all areas of law and has exposed me to a variety of high value and complex work. I look forward to what the future holds for me at Sintons.

Although the marketplace is competitive, Sintons longstanding history and their presence, both locally and nationally, will always place them at the forefront.”

Anne Smith, secretary

“I started at Sintons in 1986 and this year in November will have been here for 35 years.

I still remember my first day like it was yesterday. Everyone was so friendly and welcoming, and it is still like that today – almost like a second family to me.

“I have mainly worked in private client and worked for lots of fee earners and partners. In 2000 I started working for Steve Freeman who then went on to become a Partner and Head of the Private Client Department. I have now worked for him for 21 years this year and I can honestly say it has been a pleasure and an honour to work for such a lovely man – we have a great working relationship. I also work with the rest of the Family Department and work for such lovely fee earners.

I am also very proud to say that my daughter Emma also works for Sintons in the Conveyancing Department and she also loves her job and the team she works with.

I have seen many changes over the years but one thing remains constant – Sintons is a great place to work. I have made lifelong friends here and they will remain so.”

Emelie Vardon, solicitor

“Sintons’ heritage was very important to me when choosing to join Sintons. I came here as a trainee solicitor in 2017 and making the right choice for my future career was crucial. Knowing Sintons’ reputation and history, I couldn’t have made a better decision.

This is such a great place to work with a warm and welcoming environment. Following the completion of my training contract in 2019, I joined our developing Wills, Trusts and Estate Disputes team. Under Emma Saunders’ excellent leadership and support, my first year as a qualified solicitor has been excellent groundwork for my future career in this specialist area of law.

As a full-service law firm, I consider that Sintons is well-placed in the competitive market.”

Mark Dobbin, partner and head of real estate

“I joined Sintons as a trainee in September 1997. At the time the firm consisted of about 80-90 people. We were operating from an office in Portland Terrace in Jesmond, it was like a rabbit warren for a new starter as it was multiple old terraced houses converted and joined on different floors.

The main changes have been the massive growth in size and expertise, plus multiple office moves until finally landing at the Cube. When I qualified in 1999 myself and the partner at the time (Andrew Walker) were the Sintons commercial property department. Since then we have grown significantly.

Sintons has always been and remains a great place to work, we have an excellent team in Real Estate and will continue to succeed because of the efforts of our staff.”

Pippa Aitken, senior associate

“Sintons was much smaller when I joined in 1998. It was a friendly, family firm renowned for its reputation in private client and personal injury work. There was no dedicated corporate and commercial department.

“I was the only trainee and was sent on all sorts of weird and wonderful jobs – witnessing wills, attending infant settlements and the odd trip to the bank for the accounts department!

Sintons has become a lot more sophisticated in its working procedures and there is a much faster pace of life with emails being the most popular form of communication. I have seen some great lawyers leave and some great lawyers arrive but everyone soon seems to inherit the ‘old’ Sintons sense of fun, respect and teamwork.

Sintons is in a great place going forward. Virtual working has opened up some great opportunities to spread our wings and engage with clients even better than before.”

Sarah Smith, partner and head of licensing

“The firm has almost doubled in size since I started in  2005. The range of services offered by the firm has expanded quite significantly since then too, making the firm much more attractive to commercial clients.

When I first came to Sintons, I headed up the department with Lucy Winskell (now chair of NELEP and Pro Vice-Chancellor of Northumbria University). Since her departure I have headed it up myself. In spite of that, the department has grown in its client base and the amount of work we deal with on an annual basis.

With the growth in size and services we continue to see, I think Sintons are very well placed in the market to take advantage of opportunities going forward.”

Astrid Stevenson, secretary

“I joined Sintons on 21 October, 1997, and will have been here for 25 years this year.

I think when I started there were only about 80 people working at Sintons. We were based in Portland Terrace then moved to Osborne Terrace. We didn’t have open plan working like we have now, we had little rooms with approximately 3 secretaries in each room. I shared a room with Anne Smith from the first day I arrived and we have been firm friends ever since. Fee earners all had their own office. Basically, it was like a rabbit warren.

The staffing levels were very much smaller then, as I say about 80 staff then and now we have more than double that number. The computer system (Word Perfect 5.1) and equipment were top of the range for the time, and I think that has carried on until this day, our IT department have the latest of everything and are basically top notch.

Since I started 25 years ago, the firm has changed and has always moved forward with the times.  When I started there were no female partners. Hilary Parker and Karen Simms became the first, which was a very welcome breakthrough for Sintons.

We were like one big happy family with lots of social events, which thankfully still happen to this day, keeping the ethos of Sintons going.

I think if I didn’t enjoy working here I wouldn’t be celebrating my 25th years this year at Sintons. I’ve worked for the head of dispute resolution Angus Ashman for 24 of those years, and I think we work well together because we work as a team.

This is a very nice place to work, the people are all friendly and If anyone needs help with anything there is always someone there to help. I always think we are only as good as the tools we work with and I must say Sintons do provide all the best equipment and people and it makes the job so much easier if you have things like that in place.”

Sintons’ development – reflections from the Chairman

Sintons’ chairman, Alan Dawson, is one of the firm’s longest-serving people, having joined in 1980. Here, he shares his thoughts on some of the biggest changes and advances he has seen in the past 41 years.

Technology

When I joined in 1980, we used manual typewriters, although thankfully electric typewriters had recently become available. There were no screens at that time, but over the years we added one-line screens to the typewriters, then that went up to three or four lines. It was the early 1990s before we introduced computers.

There were no colour photocopiers so all of the plans we copied were in black and white. We would have to go over them with coloured pens to make them the same as the original.

The introduction of fax in the 80s was a game changer, everything before then was done by Telex or telegram if we needed ‘instant’ communication. The only problem was that due to the paper fax machines used at that time, the print would fade – we’d go back to the file six months later and the sheet would be completely blank! We had to remember to photocopy the fax when they came in for use in our records.

With property completions, all bank-to-bank transfers involved getting an actual cheque from the bank, and then going to the office of the other solicitor in the transaction to inspect the deeds and then complete the deal. Fridays, the traditional completion day, were often spent going between solicitors’ offices in Newcastle.

When mobile phones were introduced, we had one mobile for the firm to use, we didn’t have one each. It was one of the brick-like phones with a huge battery, but it was a huge novelty.

Thankfully things have moved on hugely, and Sintons now has a first-rate technology and IT infrastructure, which enables us to offer a very efficient service to our clients while keeping their data fully secure.

Size of the firm

Back in 1980, we had about 36 people – now we have around 170.

We really started to grow from the mid to late 90s, and in 1998 we moved our offices from Portland Terrace in Jesmond to bigger premises in Osborne Terrace, which comprised three and a half houses next to each other with an overspill office further down the road. We imagined that would give us room to grow for the next 15 years – but within the next two or three years, it was already too small.

We came to The Cube in 2004 and at first didn’t use the top floor of our four-floor building, although within the next couple of years we had expanded into there.

Over the years, we have added many outstanding lawyers to our team, both through recruitment from other firms as well as training young people-in house. Our commitment to supporting aspiring lawyers through their training contract has been unfaltering – I joined as an articled clerk (or trainee, as it’s now known) and have progressed through the ranks.

As the firm has grown then so too has our back-office and support functions developed. We didn’t have the infrastructure we have now, so no HR, IT or marketing department.

Our accounts system was all manual, the cashier had to write everything by hand. There was one card per client, so if you had to borrow it, then they couldn’t make any more entries for that client until you returned it.

Our HR function was our office manager, who kept a record of who was off and the reasons for their absence – reading it now, some of the reasons are quite amusing!

Law firms weren’t allowed to advertise at all until the late 1980s, so the only kind of marketing we could do was through the Yellow Pages. Now, we operate at the very forefront of the sector, adopting digital way before many of our competitors, and that early investment is helping us to stay ahead in the marketplace.

Practice areas

In the 1980s when I joined, Sintons had a very significant insurance litigation practice which acted for four or five of the major national insurers. The revenue from that area of the business probably accounted for two thirds of our entire income. However, in the early 1990s, we recognised that reliance on a few large clients or a particular work stream was not the best way to develop the firm and could make us vulnerable. We therefore made concerted efforts to radically change our business model and to further grow the other practice areas we had operated in for many years, including private client, corporate and commercial and real estate, and they proved to be areas of strong development for us. They continue to be key areas of the business for us and will be central to our ongoing progress as a firm.

We also moved into claimant personal injury work, which really took off in the late 90s and early 2000s. More recently, we have developed our national reputation as specialists in catastrophic and serious personal injury work with a thriving specialist neurotrauma department which handles life-changing brain and spinal cord injury work.

National reach

In the early days, we were more of a regional firm with clients mainly across the North East, and some in the wider North. Occasionally, clients moved to elsewhere in England which helped us to reach out nationally on a small scale, but we didn’t have much of a national reach.

However, as we grew as a firm, we started to work on a more national basis and now on an international basis as well. The improvement of technology was also an important factor in enabling us to communicate with people wherever they were by phone or fax, but more recently by mobile phone, email or even video calling which has proved so important during the pandemic.

Through our efforts to grow individual areas of the business – which in many instances have demonstrated substantial growth over the course of a number of years, underpinned by the hard work of our people – we have been able to add outstanding new lawyers to the team, whether they have moved to Sintons from elsewhere or have been trained in-house.

Now, we have a number of areas of the business which are regarded in the highest terms nationally, including our healthcare team, which has grown its presence over the past 10 to 15 years to become a national leader in its field.

We continue to receive growing numbers of instructions from across the UK and wider afield in almost all areas of the business, as our capability and reputation as a firm builds further still.

Building on our heritage to create a strong future

1896 marked a year of historic new beginnings and breakthroughs.

The year that saw the first modern Olympic Games held in Athens;

The introduction of the X-ray;

The development of the first Ford vehicle, the Quadricycle.

And in such a landmark year as 1896, with events taking place which went on to change history, it is fitting that this was the year when Sintons was founded and the foundations laid for the firm that it would become.

Having been founded as Sutton Cheshire & Thompson on February 8, 1896, to serve the people of Newcastle, the firm then merged with John H. Sintons & Co in 1971 – later becoming Sintons – and has grown into one of the leading law firms in the North of England, acting for ever-increasing numbers of business and private clients both regionally and across the UK.

Over the past 125 years, Sintons has developed a reputation for the quality of its advice, and crucially, the deep and trusting relationships it builds with its clients borne out of the outstanding service it delivers to them.

There are so many momentous events and developments which have taken place over such a long period of time and the world has changed, and continues to change, beyond recognition.

However, throughout that period Sintons has been working alongside individuals, families, businesses and organisations for 125 years, adapting and changing to meet new challenges and will continue to do so for the years to come.

As a law firm for changing times, Sintons continues to evolve, as it has done since 1896, to ensure it stays at the forefront of the legal market and in the best possible position to deliver excellence to its clients.

“Over the past 125 years, we have continually shown we are innovators, we are leaders. We have never been afraid to take bold decisions,” says Christopher Welch, managing partner of Sintons.

“A great example of this is when we invested in our head office, The Cube, in 2004. We were moving to an area of the city which was largely undeveloped and were, largely, surrounded by the old Scottish and Newcastle plant. Looking around us now, this is a thriving, fast-growing and sought-after area, which is the site of huge investment from both business and academia. We had the foresight to buy into these brave future plans and the ambition to want to become part of it.

“In these changing times, we will continue to evolve and develop, as we have done throughout our history, to ensure that at all times we are delivering the very best service to all our clients while also building and investing in the firm from within.

“We have stood the test of time for 125 years and are committed to ensuring Sintons maintains the reputation and presence that has been built so carefully into the future.”

For Christopher, who joined Sintons in 2003, the main differentiator between Sintons and its competitors is its unfaltering commitment to clients.

While continuing to attract new clients nationally, the firm is rightly proud of its longstanding client base, which includes many who have been with Sintons through multiple generations of their family or business ownership.

“The firm’s absolute priority from day one has been our clients and ensuring they receive the highest standards of legal and personal service. Our reputation is built on those foundations, which were laid by our previous generations of Sintons’ lawyers, and is one we are proud to continue to develop further,” says Christopher.

“At Sintons, we care about what we do, how we do it and we never forget that the clients we are working with are depending on us for, often, some of the most momentous decisions of their lives. As a firm, we recognise both the privilege and the responsibility that goes with this, it is fundamental to how we work and to our values as a business.

“Our clients are the front, back and centre of everything we do. We’ve been there for them whenever they’ve needed us for 125 years and that will continue to be the case as we move forward.”

And building further on its reputation for leading the way in the legal marketplace, Sintons continues to innovate to stand out from the crowd.

Having carried out a full rebrand in early 2020, to give the firm a fresh yet timeless identity, Sintons continues to invest in its future.

“Our rebrand was a significant step for the firm,” says Christopher. “Our branding represents the firm that we are; bold, innovative and providing clear and confident advice to our clients – a firm that stands out from the crowd.

“The use of technology to better serve our clients has always been an essential part of our growth strategy. Our founding partners would be aghast at the thought that we were able to have virtually all our colleagues working remotely – with some as far away as the Cayman Islands and Texas – without any impact on client service.

“By investing heavily in our website and online presence, we have created a resource which is available to clients wherever they are in the UK or indeed the world, giving them immediate access to information and support in ways which weren’t available before.

“The legal sector isn’t always the first to embrace change, but we are rightfully proud of the reputation we have built for standing out in that respect. For 125 years, we have taken bold moves, we have never shied away from making investment to equip the business for the long-term, and we have shown foresight and innovation to make the firm what it is today.

“This is a landmark anniversary for us, and in uncertain times, the investment we have made for many years in our infrastructure, development of our people and strategic recruitment means we remain confident in our future and the service we can continue to provide to our clients and to the regional community of which we are a fundamental part.

“These truly are changing times – but with 125 years behind us then we must be doing something right!  We know that our business will continue to evolve, with further investments in technology and infrastructure changing how and where we work. However, as we move forward, what is clear is that Sintons will always be right there, by the side of our clients, as we have been since 1896.”

Law firm Sintons is marking its 125th anniversary

Since its foundation in 1896, Sintons has grown to become one of the leading law firms in the North of England with a client base which extends across the whole UK.

It has become known as a key advisor to businesses and individuals acting on major, complex matters, regionally, nationally and internationally.

In many of its practice areas, including business, healthcare, private client and neurotrauma, Sintons is regarded as one of the UK’s leading specialist advisors.

Sintons has built a well-deserved reputation for delivering expert legal advice and outstanding service to every client, which is at the heart of the trusting and long-lasting relationships it has built during the past 125 years.

Testament to the quality of service provided is the fact that many of the firm’s clients have been with Sintons for decades, with the firm routinely being trusted to advise multiple generations of families and business owners.

Now, in its 125th year, and despite the ongoing challenges being presented by the COVID-19 pandemic, Sintons remains confident in its future as the firm continues to develop and grow.

The firm can trace its roots back to the formation of Sutton Cheshire & Thompson on February 8, 1896, which merged with John H. Sinton & Co in 1971 to become Sinton & Co, and later Sintons.

The expansion of the amalgamated firm has seen it move offices a number of times in order to house its growing number of employees, moving from Portland Terrace in Jesmond to bigger premises in Osborne Terrace which were soon outgrown, resulting in the relocation in 2004 to its current purpose-built home, The Cube, opposite St James’ Park in Newcastle. A second site was added with the opening of a consulting office in York two years ago to help the firm service its increasing demand for work from around Yorkshire.

The move in 2004 acted as a springboard in the development of Sintons, with many people not having realised how big the firm had grown and heralded a period of strong growth across the firm as a whole, with legal talent continually added to build its expertise and capability further still.

This has been backed by continued investment in its IT infrastructure, digital offering and people, to ensure Sintons is well positioned for the future.

“We are very proud of the reputation we have built over the past 125 years, which has seen us become known on a national scale as a law firm of the highest capability which is absolutely dedicated to its clients,” says Christopher Welch, managing partner of Sintons.

“We have never been afraid to be leaders and to take bold decisions, which have frequently put us at the very forefront of the legal sector. We were, for example, building our online presence and digital business development platforms way ahead of our competitors and long before it was something that was embraced widely within the legal sector.

“Going forward, we are in a strong position, having built on the heritage and legacy of Sintons over the past 125 years to create a law firm with a national reach, regarded in the highest terms for the quality of both our legal and personal client service.

“This is a very significant milestone for us as a business, and while we reach it during some of the most challenging economic conditions in the country’s history, we remain confident in the future of Sintons.”

FCA v Arch Insurance (UK) Ltd and Others – The Business Interruption Insurance Test Case

Since the first introduction of lockdown measures by the UK Government on 23 March 2020, many businesses have been forced to close. Those with the benefit of Business Interruption Insurance Cover (BII) have sought to rely on it, only for many insurers to decline their claims on the basis that the policy does not cover events arising from the Covid-19 pandemic.

Sintons has been advising businesses who have faced such issues with their insurance policies. We may be able to assist your business if you have had an insurance claim declined.

The uncertainty in this area led the Financial Conduct Authority (FCA) to begin test case proceedings on behalf of policyholders against (and with the agreement of) eight insurance companies in June 2020. The aim of the test case was to clarify whether 21 sample policy wordings provide BII arising from Covid-19 and the public health measures taken by the UK Government in response to it.

The High Court handed down its Judgment on 15 September 2020. Various aspects of that Judgment were appealed to the Supreme Court and the Judgment on the appeal was handed down on 15 January 2021.

It is important to note that the extent to which losses arising from Covid-19 are covered by BII is highly dependent upon the wording of the individual policy. There is no universal answer and policyholders should seek legal advice if they are unsure of their position.

The key issues in dispute related to:

  • Clauses that provided cover in the event that an occurrence of a prescribed class of disease was identified within a prescribed distance from the insured business (Disease Clauses);
  • Clauses that provided cover in the event that a public authority imposed restrictions preventing access to or use of the insured business premises following an insured event (Denial of Access Clauses);
  • Clauses that provided for the valuation of any insured losses to be based on trends and other circumstances that would have affected the business regardless of the insured event (Trends Clauses); and
  • The 2010 High Court decision in Orient-Express Hotels Ltd v Assicurazioni Generali SpA (Orient-Express), which related to a BII claim arising from hurricane damage to a hotel in New Orleans.

Disease Clauses

The High Court held that most of the Disease Clauses in question provided BII as long as there was at least one instance of Covid-19 within the distance from the insured business defined in the policy. It also held that indemnity was not necessarily limited to losses arising only from instances of Covid-19 within that defined distance.

This was appealed by the insurers but, although the Supreme Court disagreed with the High Court’s technical reasoning, it reached the same practical conclusion.

Denial of Access Clauses

The High Court held that where a policy provided BII in the event of the insured business being closed due to “restrictions imposed by a public authority”, such restrictions were required to be legally enforceable to trigger BII.

The Supreme Court disagreed, giving the example that the Prime Minister’s instruction on 20 March 2020 for certain businesses to close that night was not immediately enshrined in law, but was nevertheless a restriction imposed by a public authority. However, the Supreme Court noted that where a policy provided BII in the event of an “enforced closure of an Insured Location”, that policy was not triggered by advice, social distancing and instructions to stay at home.

The High Court held, and the Supreme Court agreed, that restrictions did not need to be imposed specifically upon the insured person or property in order to trigger BII. It was sufficient that restrictions were imposed preventing the wider public from accessing the business.

The High Court also held that BII was only triggered in the event of a complete inability to access the insured business. However, the Supreme Court disagreed with that and ruled that it was sufficient for a part of the insured business or business premises to be inaccessible, although it accepted that losses would be reduced where some part of the business could continue to operate.

Trends Clauses

The High Court held that Trends Clauses operate only in the calculation of insured losses, rather than in the scope of the indemnity available. As such, if BII is triggered by Covid-19, the calculation of the insured losses cannot then be limited by the existence of a downward trend in the economy also caused by Covid-19. It also held that the purpose of Trends Clauses is to put the insured business into the position it would have been in had the insured event not occurred.

By slightly different reasoning, the Supreme Court agreed with that ruling.

Orient-Express

The decision in 2010 was that the policy taken out in relation to a hotel that was damaged by hurricanes Katrina and Rita did not provide any BII for losses incurred as a result of damage to the wider New Orleans region, on the basis that such losses would have been suffered even if the hotel itself had not been damaged. The insurers relied on this as a notable part of their defence.

The High Court found that the present case was sufficiently different from Orient-Express that it was not bound to follow it. The Supreme Court went further and overruled Orient-Express, declaring that it had been incorrectly decided.

Conclusion

In summary, the Supreme Court’s ruling is a victory for policyholders. However, the wording of the policy is key to the outcome of any insurance claim and insurers are now likely to be very careful about the words used in policies containing BII.

If you have a dispute regarding your BII policy and you would like legal advice, contact our Commercial Dispute Resolution team.

Falling Foul of Furlough Fraud?

While the Government has committed billions of pounds to supporting businesses through the unprecedented challenges of the COVID-19 pandemic, reports of fraudulent claims around furlough leave are rising. By early January 2021, HMRC confirmed they are currently investigating 21,378 cases of suspected furlough fraud.

Whether this has been a deliberate action, or a misinterpretation of the complex rules around the Coronavirus Job Retention Scheme (CJRS), there is an urgent need to rectify matters for any business which has fallen foul of the regulations.

HMRC are looking increasingly closely at claims made through the CJRS, and are performing spot checks on businesses, so it is advisable to ensure that payments are audited now. Any erroneous claims will be found by HMRC, so it is very important that claims and associated information are in order. Businesses must retain all supporting evidence relating to this, including calculations of claims made.

If an error has been made, or the money you received is not to be used to pay wages, tax, NI or pension contributions, you must notify HMRC to avoid a penalty.

The CJRS payments are classified as revenue receipts chargeable either to corporation or income tax and any overpaid amount must be repaid in the relevant time period. The period for sole traders and partners ends on 31 January 2022 and for companies, the period ends 12 months from the end of their company accounting period.

HMRC can recover the full amount by way of a tax assessment, which must be paid within 30 days. A penalty of up to 100% of the CJRS wrongly received can be charged by the HMRC as punishment if they are not told of the over claim within the notification period. The notification period is currently the latest of 90 days after the date of receiving the grant or 90 days after circumstances changed resulting in no longer being entitled to keep the grant.

Repayment and penalties can be sought against any partner in a partnership and officers of an insolvent company.

HMRC can also use the investigation and enforcement powers under the Finance Act 2020 where they suspect deliberate criminal activity has been committed. These can relate to serious offences, including conspiracy to defraud, fraud by false representation, false accounting, cheating the public revenue and money laundering.

Consequences of being found to be in breach of the rules are very serious. Not only is there the reputational damage this could do to a business, but there is also the prospect of a criminal conviction or even imprisonment.

By taking action now to ensure you are entirely compliant with the CJRS rules and in making any claims, you will avert any potential sanctions further down the line.

* Sheila Ramshaw is an associate and regulatory specialist at Sintons. For advice around CJRS compliance, and assistance in preparing for a possible spot check from HMRC, contact Sheila on sheila.ramshaw@sintons.co.uk or 0191 226 3739.

IP specialist hailed as go-to advisor

A specialist IP lawyer at Sintons has been confirmed as one of the leaders in her field in the North of England.

Pippa Aitken is a highly-regarded specialist in intellectual property, advising businesses across the UK on their rights and how to protect and commercially exploit them.

In recognition of her work, senior associate Pippa has been named as an Associate to Watch by Chambers 2021, which confirms her as a leading lawyer in her field while also recognising her future potential.

“Pippa is always really responsive and takes the time to understand what we need. She is all-round brilliant,” cites one testimonial in the independent Chambers publication.

Pippa has, for many years, been known as a leading IP advisor and has led the development of Sintons’ specialist IP practice. The firm has become known as a key name in this area of law, supporting major public and private sector clients with matters including trademarks, licensing agreements, commercial contracts and Software as a Service (SaaS) agreements.

Sintons’ IP team forms part of its corporate and commercial department, which won Team of the Year at the Northern Law Awards 2019.

Karen Simms, head of corporate and commercial at Sintons, says: “For many years, Pippa has been widely regarded as a go-to IP advisor, and has built longstanding relationships with clients across the country during that time. To see her expertise and potential in this field independently recognised by Chambers is fantastic.

“Our IP specialism is well known, and Pippa’s outstanding work has helped develop our reputation as a leading name in this area. IP is a hugely important factor for businesses and protection of such valuable assets is vital, particularly in such a challenging economic climate, and we are pleased to be helping so many clients to do so.”

Top lawyer again named as Leading Individual

One of the region’s most esteemed commercial lawyers has again been independently confirmed as a leader in her field in the North of England.

Karen Simms has become established as the trusted advisor to many businesses across the UK, based on her ability to handle matters of the greatest complexity while advising clients in a clear and direct manner.

Her expertise in the energy, waste and natural resources sector is a particular niche in the legal world, which leads to Karen’s instruction on some of the most significant deals in the country.

In recognition of her work, Karen has recently been named by Legal 500 2021 as a leading individual in the North of England – an endorsement she has received by the independent legal publication for the past six years.

Alongside her client work, Karen heads Sintons’ corporate and commercial team, a department known for its deep expertise and experience and involvement in completing major deals on a regional and national basis, which was named Corporate and Commercial Team of the Year at the Northern Law Awards 2019.

The team was also hailed as a leading name in the North of England by Legal 500, which praised its combination of delivering outstanding legal advice and focus on “maintaining excellent relationships with clients”.

Christopher Welch, managing partner of Sintons, said: “Karen is, without question, one of the most capable and experienced lawyers in the commercial world, who routinely handles major complex deals in the region and far beyond. Her expertise in the energy, waste and natural resources sector sets her apart even further.

“She has become the trusted advisor to business owners for whom she has supported their aspirations and development of their business for many years, and continues to be the go-to lawyer to assist them in their plans. The fact Karen has again been named as one of the leading individuals in the North of England’s legal sector is little surprise, but is worthy recognition of the outstanding work she does and the efforts she goes to on behalf of her clients.”

Leading healthcare lawyer again hailed as go-to specialist

A specialist healthcare lawyer who advises NHS Trusts and professionals nationally has again been independently confirmed as a leader in her field.

Amanda Maskery has amassed a reputation as a go-to lawyer in healthcare, being regularly instructed by NHS Trusts, healthcare organisations and professionals from across the UK on a host of matters.

Regularly praised for her knowledge and understanding of the fast-changing and complex NHS and wider healthcare sector, Amanda has become respected for her advice on key strategic issues, governance, structural, commercial and charitable matters.

In recognition of her work in healthcare, Amanda, head of NHS healthcare at Sintons, has again been named as a leading individual in the North of England by Legal 500 2021.

Her healthcare team, a long-standing top-rated specialist advisor by Legal 500, maintains its band one ranking for 2021, winning praise for its “in-depth sector understanding and the quality of their advice….differentiate themselves by being at the forefront of change”.

Christopher Welch, managing partner of Sintons, said: “Amanda has established herself as a leading healthcare advisor on a national basis, and is the advisor of choice for many organisations and professionals working within this very specialist sector. It is a great endorsement of her work that she has again been named as a leading individual by Legal 500.

“Our healthcare team continues to make great strides, acting for NHS Trusts, healthcare organisations, GPs, dentists and other professionals throughout the UK, and winning significant praise for its work. Legal 500 again maintains its top rating, which is yet more independent endorsement of the outstanding legal and personal service we deliver to our clients.”

Get the party started – but remember to protect personal data!

It is a legal requirement in England for pubs, bars, hotels, restaurants and cafes to collect the personal data of their customers to help prevent the spread of coronavirus. The Government introduced the ‘NHS Test and Trace’ to assist establishments with this requirement. In addition, all personal data collected must be handled in accordance with the Data Protection Act 2018.

Although England is currently being regulated by a tier system, once establishments reopen fully, the following principles will need to be followed:

  • You are required by law to participate in NHS Test and Trace and therefore you do not need to seek consent from your customers – though information should be given voluntarily.
  • You should display the privacy notice that the Government has provided which explains how your business will manage a customer’s personal data to support NHS Test and Trace.
  • Not all customers have the NHS Test and Trace App so you are required to offer a secure alternative. Venues must take reasonable steps to refuse entry to a customer who does not provide their name and contact details, is not in a group where one other member has provided their details, or who has not scanned the NHS QR code.
  • You cannot collect the information for marketing purposes or any other business reason, it must only be used for contact tracing purposes.
  • If the customer does not have the NHS App, accurately limit the information taken to only the name of the customer, their phone number and the date and time of their arrival. If there will be a designated member of staff to the customer, their name should also be recorded. You cannot ask a customer for their details again if they have checked in using the NHS App.
  • As with all personal data, it should only be kept for as long as is needed. For the purposes of NHS Test and Trace, the Government has stipulated 21 days. After this time digital records should be permanently deleted and paper records should be shredded.
  • You must ensure that all personal data you hold is safely protected. This is your responsibility and you must have measures in place to ensure all data held is not stolen, lost or destroyed. Measures you should take include staff training, policies and procedures and a secure electronic system.
  • With contact tracing, the customer does not have an absolute right to request their personal data be erased. They do have the right to access the data you hold for them and they can ask for any inaccurate data to be corrected.
  • It is not your responsibility to contact anyone if you discover that someone has tested positive while visiting your premises. This responsibility lies with the NHS tracing team. You only need to share the details if you are asked to do so by the team.
  • You must carry out a Data Protection Assessment, similar to a COVID 19 Risk Assessment, as you have introduced a new system to manage contact details of your customers.

Please click here for the link to print and display the Government Privacy Notice.

Twinview launched with legal support from Sintons

A North-East serial innovator has developed new world-leading software as it continues to transform the traditional construction sector

Twinview is revolutionising the way building information is stored, taking data traditionally held as a hard copy into a digital platform, which can be updated in real time.

The construction software, pioneered by digital disruptors Space Group, sees the creation of cloud-based, 3D twins – digital replicas of physical buildings – to enable greater levels of data to be collated, which can be accessed and updated more easily.

Twinview, which has been in development for five years, enables property businesses to solve one of the main issues identified through the Grenfell Tower disaster, in which no ‘golden thread’ of information was available about the building, leading to a lack of accountability or traceable responsibility.

It will also enable compliance with the Building Safety Bill – currently being scrutinised by Parliament and set to become law in the coming months – which is likely to require a digital version of all residential buildings of over 18 metres in height.

Twinview marks the latest success in sector-leading innovation from Space Group and its associated companies, based in Newcastle, following its early adoption of the then-conceptual Building Information Modelling (BIM) and the creation of its break-through Bimstore ten years ago.

“We first realised the need for this five years ago and began developing it. While there are other twin platforms around, the fact we started working on it so early means we are way ahead of the competition,” says Rob Charlton, CEO of Twinview.

“Although we were developing Twinview way before the Grenfell Tower tragedy, or the Building Safety Bill which was introduced as a result of that and is set to be one of the biggest recent introductions into the construction sector, our software provides a solution to the very issues raised.

“We have already secured some major clients for Twinview, but in the way that we were years ahead of widespread adoption with BIM and Bimstore, we are working with the early adopters to help it become mainstream.

“Again, the North East is showing that we’re at the forefront of digital innovation, particularly in the construction centre, and with the work that is happening here in the region, we will continue to lead on an International scale.”

Twinview was launched with legal support from Sintons, with managing partner Christopher Welch, the long-standing advisor to Space Group and Twinview, and tech specialist senior associate Lucy Carlin, completing work including a Software as a Service (SaaS) agreement.

“Space Group is known as a serial innovator in construction software on an international scale. Their work in BIM was years ahead of mainstream adoption, and through the creation of Twinview, they are following a similar pattern,” says Lucy.

“Through having the foresight to identify major issues in data keeping for buildings, Rob and his team are now able to support construction businesses globally with this much-needed software. We’re very pleased to have been able to support Space Group again with its world-leading innovation.”

Leisure entrepreneur adds new venue to portfolio

A leisure entrepreneur is making significant investment in his latest North East acquisition, remaining confident in its future despite the current crisis in the hospitality sector.

David Whitehead has added The Woodmans Arms, in Whickham, to his portfolio, an award-winning pub and restaurant said to serve some of the best pies in Britain.

He is now investing in its future by building a dedicated wedding venue on site, alongside five executive rooms, in preparation for the return of business after COVID-19 restrictions are eased.

While David, who also owns The Jolly Fisherman in Craster and Rosie’s Bar in central Newcastle, concedes it is “probably not ideal timing” to purchase a leisure venue – as all non-takeaway venues across England prepare to be shut down until December 2 at the earliest under the new national lockdown – he remains confident in its future.

“The Woodmans Arms has a long track record of success and it’s a great venue, so I’m really pleased to have been able to complete the purchase,” he says.

“These are very uncertain times and I must confess to thinking long and hard about whether to proceed, but it remains a strong investment so I decided to take the plunge. I’m really confident going forward and we have some great plans with the new wedding venue and the new rooms. There is a lot of potential here for the future.

“This is a very tough year but it isn’t going to last forever. People will always want to go out to eat and drink, people will always get married and there’s no way weddings are always going to be restricted to 15 guests. We are preparing and investing now for when that business comes back.”

David was supported with his latest acquisition by law firm Sintons, with his longstanding advisors Christopher Welch and Mark Dobbin completing the purchase.

“David is a very ambitious entrepreneur who quickly identifies the potential in an opportunity and goes for it. Purchasing and investing in a new acquisition is a brave step to take in any climate, but particularly in such turbulent times as these, during which the leisure sector is suffering so much,” says Christopher, managing partner of Sintons.

“The Woodmans Arms has a strong and established reputation and David is investing now to build that even further, creating a premium wedding venue and suite of rooms which will look forward to welcoming guests as soon as it is safe and permitted to do so.

Mark Dobbin, head of commercial property, added: “We are very pleased to have supported David again in building his portfolio and wish him and the team every success with the ongoing progress of The Woodmans Arms.”

Startup secures major contract with Northumbria Police

A startup company established to revolutionise the corporate training sector has won a major contract with Northumbria Police to create its new diversity and inclusion programme.

Following a rigorous procurement process, SUB 10 has been appointed by Northumbria Police, one of the biggest police forces in the country, to bring its unique approach to training to more than 5,000 officers, staff and volunteers.

The business, established less than two years ago, will now work alongside Northumbria Police’s Inclusion team to develop engaging bitesize modules, which will help the force deliver training in a more accessible and technology-driven way than ever before.

SUB 10, based at PROTO in Gateshead, will deliver an initial three modules, which will then become mandatory training for the whole workforce at Northumbria Police and will form part of their continued annual development.

The appointment by Northumbria Police marks the latest major client win for SUB 10, founded by Peter Stephenson and Angela Ross, after winning multiple contracts from technology giant Sage to provide training to its 13,000-strong global team. It has recently been shortlisted twice in the international Learning Technologies Awards 2020 in recognition of the success of its partnership.

The SUB 10 model is seeing increasing numbers of businesses moving away from traditional training, through seminars or webinars, and towards its creation of training units – underpinned with learning methodologies and proven neuroscience to support how people learn – of ten minutes or less, which are offered in accessible multi-modal formats including games, quizzes and interactive videos.

Di Keller, Diversity and Inclusion lead at Northumbria Police, said: “While ourselves and a lot of forces use e-learning, our work with SUB 10 takes it to another level, and we are now able to provide training in a more agile way than ever before. These are short, intense learning modules which have proven learning benefits, enabling people to build knowledge and continue their learning even when the current pandemic is making it difficult for us to be in a classroom environment.

“There are significant demands on our workforce at present, particularly amidst the COVID-19 pandemic, and alongside the operational training we deliver to our officers, our focus on diversity and inclusion remains a priority and, we will always look at ways in which we can continue to deliver this. Our diversity and inclusion training will be created in short, digestible modules, which can also provide all of the analysis and insight of face-to-face training and is personalised and relevant to our organisation. We are delighted to work with SUB 10 to achieve this.”

Peter Stephenson said: “We created SUB 10 to meet the needs of an organisation such as Northumbria Police, where traditional training was taking up huge amounts of time and a more accessible alternative was badly needed. Through redefining the way the force’s diversity and inclusion training is delivered, we will be able to make the messages as memorable as ever, while relieving some of the major time pressure on the frontline to achieve this.

“This is a hugely exciting project for us to work on and we are delighted to be appointed. We look forward to working with Di and the team to deliver relevant, engaging training, to support Northumbria Police’s workforce in the incredibly important field of diversity and inclusion.”

Lucy Carlin, senior associate at Sintons and one of the region’s leading specialist tech lawyers, is the long-standing advisor to SUB 10.

“By adding Northumbria Police to its list of clients, SUB 10 is now working with two of the region’s most recognisable organisations, having so recently built its relationship with Sage even further. That is a phenomenal achievement within its first two years of business and is evidence of how important the introduction of a more accessible form of corporate training has been. We look forward to continuing to support Peter and Angela in the growth of their business,” added Lucy.

Corporate lawyer again named as rising star of North’s legal scene

Regularly confirmed as one of the rising stars in the North of England’s legal scene, Emma Pern is building a reputation as a go-to corporate lawyer for businesses across the UK.

Emma, a senior associate at Sintons, is a specialist in matters including mergers and acquisitions, buyouts, private equity investments, solvent and insolvent reorganisations and corporate finance, and is establishing herself as a key name in corporate work.

Again named as a Rising Star by Legal 500 2021 – in which she was also hailed for her “clear and concise…approach and extremely personable” nature – Emma has become the trusted advisor to a range of businesses, from owner-managed ventures to large corporates, and has been involved in many deals of national and international significance.

Among her recent highlights are the sale of TDX (Europe) Limited to Italian-based AMB, creating a market-leading in the European packaging industry; the sale of a majority interest in Co-wheels Car Club to create the Oply UK car sharing network; completing the acquisition of Karting North East, a venue which has gone on to secure national attention though hosting the British Kart Championships; and overseeing the investment in MODS by the JGC Corporation which will accelerate MODS standing in the industrial software market.

Emma is part of the corporate and commercial team at Sintons, which was named Corporate and Commercial Team of the Year at the Northern Law Awards 2019 and is known regionally and nationally for the vast expertise and experience it has in its team.

Karen Simms, head of the corporate and commercial team at Sintons, said: “Emma is a huge asset to our team and her considerable legal talent, alongside her ability to translate even the most complex matters into something fully understand for her clients, has helped build her reputation as an outstanding corporate advisor.

“Regularly, Emma is involved in deals of great significance regionally, nationally and internationally. She works closely with partners Matt Collen and Adrian Dye in our team, who are independently leading names in their fields, which combines to make a very strong proposition for our clients. At Sintons, we are proud to offer legal excellence and an outstanding client service, which we deliver consistently to every client and in every transaction.

“We are delighted that Emma has again been named as a Rising Star by Legal 500, which is worthy recognition of the first-rate achievements she continues to make.”

Corporate and commercial team praised for capability and client service

Sintons’ award-winning corporate and commercial team has won yet more independent praise, with Chambers and Partners UK Guide 2021 hailing its capability and commitment to its clients.

The team is known as one of the most capable in the North for handling merger and acquisition work, alongside insolvency, restructuring and corporate finance matters.

It has a strong and loyal client base of SMEs, private companies and owner-managed businesses, which continues to grow.

Chambers hails Sintons as being a “very professional firm who go above and beyond for their client”, echoing the findings of the recently-released Legal 500 Guide 2021, which also praised the firm’s commitment to delivering legal and client service excellence.

Recent deal highlights for the team – named Corporate and Commercial team of the year at the Northern Law Awards 2019 – include acting for Co-Wheels Car Club in the sale of a majority stake to ExaMotive SA and Shanghai Automotive, creating the Oply UK Ltd car sharing network.

Three of its key partners – Matt Collen, Adrian Dye and Christopher Welch – were named as notable practitioners, in recognition of their specialism in corporate work.

Associates Pippa Aitken and Lucy Carlin are also named as Associates to Watch, with their work to date and future potential both winning them the coveted endorsement.

Christopher Welch, also managing partner of Sintons, said: “We have a deserved reputation for our work in corporate and commercial matters and are regarded in the highest terms for both our legal capability, alongside the service we deliver to our clients. We are regularly instructed in some of the most significant and high-profile deals regionally and often nationally too, and our deep levels of expertise and experience means we can complete such matters in a first-rate manner.

“We are extremely pleased that Chambers 2021 has recognised both of these factors, as Legal 500 did previously. Our clients are the front, back and centre of everything we do, so it is very important to us to win independent recognition of our commitment to delivering an outstanding service.

Banking team praised by Chambers 2021

The banking team at Sintons has again been confirmed as one of the leading specialists of its kind by the Chambers and Partners UK Guide 2021, which praises its expertise and “strong reputation”.

The team, which acts for lenders and borrowers across the region, is hailed for its work in banking and finance, as well as real estate acquisition finance matters.

Its wide client base, comprising banking, retail and hospitality businesses, is also hailed as an asset, alongside its ability to “communicate clearly and regularly deliver what it sets out to achieve”.

Head of banking Jane Meikle is also praised as being a leader in her field, with significant experience of advising clients on real estate finance, refinancing and corporate finance.

Chambers hails her ability to “cut through complexity by keeping it simple. She also has consistently good speed of response and stakeholder management, and interacts well with other lawyers in the transaction”.

The rankings from Chambers 2021 build on the findings of the recently-released Legal 500 Guide 2021, which similarly hailed Sintons’ banking specialists for their high levels of capability, particularly in handling complex transactions.

Christopher Welch, managing partner of Sintons, said: “Our banking and finance team is known as being one of the strongest and most capable in the region and beyond, with a strong array of clients who trust Jane and her team to act on their behalf and complete their transactions on both a regional and national basis.

“We are very pleased with this latest independent recognition from Chambers 2021, particularly so soon after similar high ratings from the Legal 500, and confirms that we are delivering on our commitment to offer and outstanding legal and personal service to every client in every matter.”

Acropolis continues expansion with third North East site

A popular Greek street food business is continuing its rapid expansion by opening its second site in four months as it continues its rapid growth.

Acropolis has opened a site in STACK in Seaburn, the shipping container development which is home to an array of independent retailers.

Its opening on Wearside comes only weeks after it opened the doors to its new base in STACK Newcastle, adding to its existing flagship outlet in the city’s Grainger Market.

The business has built a huge following on the strength of its range of Greek street food, with regular appearances at pop-ups including the Quayside Market and By The River Brew in Newcastle, Jesmond Market and Tynemouth Market helping to grow its reputation.

Now, with three permanent sites in the North East, Acropolis is eyeing even further growth in the near future, buoyed by the significant demand it is seeing from customers across the region.

The business was established by brothers Viktor and Filip Tachan with their friend Yusef Yenil in 2016, and now has a team of people who create its range of dishes – including gyros, souvlaki and mezze, all freshly made to order – for numerous events simultaneously, in addition to operating its static sites.

“We have grown beyond our expectations since we first set up as a pop-up operator and have established a really strong and loyal customer base across the region, which is growing all the time. We are so pleased our Greek street food has been so warmly received,” said the Acropolis team.

“We are really ambitious and always keen to look at the next opportunity, so we are already looking at what comes next for Acropolis and our team.”

Acropolis turned to the specialist real estate team at Sintons for support in acquiring their units in the STACK developments in Newcastle and Seaburn. Partner Tom Wills and solicitor Jay Balmer completed the work on behalf of the business.

“Acropolis has become a staple of the region’s street food scene and has grown significantly in the four years it has been in existence on the strength of its reputation for offering traditional Greek food of the highest quality. The fact it has been able to add two new static sites to its portfolio in a matter of months is testament to the rate it is growing,” said Tom.

“The addition of STACK Seaburn is another bold move by the team, who we know remain ambitious and always on the lookout for the next opportunity. We look forward to continuing to support them.”

An Update on the Government’s Help to Buy Equity Loan Scheme

On 31st July 2020, the Government announced some much-needed extensions to the existing Help to Buy equity loan scheme.  The deadline for new homes to be built to qualify for Help to Buy funding under the existing scheme was extended from 31st December 2020 to 28th February 2021.  The deadline for legal completion of the sale for most buyers remained unchanged and is still 31st March 2021.

In the case of buyers who reserved their home before 30th June 2020, Homes England has discretion to extend the date for completion of the build to 30th April 2021 and the legal completion from 31st March 2021 to 31st May 2021, where severe delays have been caused by the COVID-19 pandemic.  Such extensions will be considered on a case by case basis.  If these dates are not met, then the equity loan funds will not be available for the purchase and the builder must release the buyer from the Contract.

The existing Help to Buy scheme will otherwise end on 31st March 2021.  A new Help to Buy equity loan scheme will be available from 1st April 2021 to 31st March 2023, but it will only be available for first-time buyers and for houses with a market value up to new regional property price caps set at 1.5 times the average price paid by first time buyers in each region.  In the North East, the property price cap will be £186,100.

Developers wishing to use the new Help to Buy scheme must adhere to a range of new quality measures to improve customer experience and safety, including that homes must comply with the most recent energy efficiency methods, builders must be subject to adjudication that will be provided by the New Homes Ombudsman and the preceding voluntary scheme and builders with a Home Builders Federation star rating must clearly communicate that rating on related Help to Buy communications and advertisements.  In a nod to the on-going investigation into sale of leasehold properties by some developers, any ground rent on the sale of leasehold properties through the scheme must be restricted to a peppercorn rent.

The Help to Buy equity loan scheme allows people to buy a home with a deposit of as little as 5% of the purchase price with the Government providing an equity loan of up to 20%.  It has proven to be very popular since it was introduced in 2013 and, by March 2021, the Government expects to have invested around £22billion in the equity loan scheme, supporting up to be 360,000 households into homeownership.  There is no indication now that the Government intends to introduce any further Help to Buy equity loan schemes after March 2023.

SUB 10 secures two further contracts with Sage

A fast-growing digital learning business has secured two new global contracts with technology giant Sage, following the successful delivery of its first two projects with the business.

SUB 10, established 18 months ago to disrupt the traditional corporate training market, has been appointed by Sage to deliver its risk and incident management training, with a further contract to propose a design for its cybersecurity training, set to be rolled out later this year.

The two latest contract wins for SUB 10 – which will see them designing training for 14,000 Sage colleagues globally, translated into seven languages – follows the huge success of the first two projects it was appointed to deliver for the tech giant, which has its headquarters in the North East.

The learning programmes designed so far for Sage by SUB 10, based at PROTO in Gateshead, around Code of Conduct and Anti-Bribery and Corruption training have now been implemented worldwide and warmly received by the Sage team.

The work of SUB 10 – founded by Angela Ross and Peter Stephenson, who have created and delivered e-learning and training to some of the biggest names in business during their careers – revolves around the desire to revolutionise traditional corporate training through delivering workplace learning in a more accessible and technology-driven way.

Its work focuses on devising training units, underpinned with learning methodologies and proven neuroscience to support how people learn, of ten minutes or less in accessible and informal formats including games, quizzes and interactive videos.

“The premise of SUB 10 is to create learning which is enjoyable, memorable and effective, and delivers exactly what the business needs in a way that is accessible for its team. The Code of Conduct and Anti-Bribery and Corruption training we created for Sage were very different from the kind of training it had ever implemented previously, but the feedback we have had has been phenomenal,” said Angela.

“We have heard from many learners directly, saying how worthwhile their training was and commenting how much work has clearly gone into its creation, and that has been absolutely fantastic. Peter and I created SUB 10 for that exact reason, to change the perception of corporate training for businesses and employees alike and redefine how successful workplace learning could be achieved.

“To secure two further contracts with Sage is a huge achievement for us, barely 18 months into our SUB 10 story. It is a great privilege to be working with Sage, one of the most iconic names in global technology, and we look forward to continuing to build our relationship with their team as we get to work on delivering even more creative and innovative solutions in its risk and incident management and cybersecurity training.”

Adrian Dye, partner in the corporate and commercial team at Sintons, alongside tech specialist senior associate Lucy Carlin, have advised Peter and Angela. 

“We knew very early into meeting SUB 10 that this was a business with the potential to disrupt a global sector. Corporate training is a very traditional industry and Peter and Angela’s work in changing that has been fantastic. The fact they have secured four contracts with Sage, one of the biggest tech businesses in the world, in their first two years of operation, speaks volumes about the need for a concept like SUB 10’s,” said Adrian. 

“We are delighted to continue to support the business with its ongoing growth and look forward to working with Peter and Angela into the future.” 

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Investing in the future while building on the past

“We are building on our long history of excellence  and taking it forward, while ensuring our clients continue to be at the front, back and centre of everything we do, which is what the Sintons brand and business is built on. Everything we do is about anticipating and serving the needs of our clients.”

Head of marketing David Pritchard, who led the rebrand project, agrees.

“There aren’t many firms with the depth and breadth of experience we have, who have the capability to do what we do, and our brand reflects the no-nonsense approach and the quality you can expect from Sintons, the highest standards are in Sintons’ whole ethos,” he says.

“This new identity shows we are a progressive law firm, we don’t stand still, and we are proud of the fact we are bold and challenge the status quo. We do stand out from the crowd, and rightly so – a lot of work goes into ensuring we are constantly innovating and leading the way.”

The firm’s digital presence is one key area in which Sintons – winner of five awards at the Northern Law Awards 2019, including law firm of the year – is regularly hailed as being a market leader.

Its website was recently acknowledged as one of the fastest-growing legal sites in the UK, with a 64 per cent increase in traffic during the second quarter of 2020 – a period covering the development of Sintons’ online COVID-19 portal, which provided daily updates and analysis of the fast-changing situation for businesses and individuals.

“We have become known as a resource and a forum where people can visit to find out exactly what they need to know. For several years now, we have built our website and social media to a point where clients know that if something is happening in a particular sector, they can come to Sintons’ website and we will be writing about it,” says David, who has won multiple awards in recognition of his work in revolutionising Sintons’ digital presence.

“During lockdown, we saw a huge increase in traffic, which was for that very reason. We were writing relevant and tailored content which helped to give clarity at a time when that was hard to find elsewhere. We answered the questions people badly needed to be answered, and the response rate is shown by the phenomenal statistics.”

“We have invested in our digital presence for several years, and that has resulted in us being increasingly strong in this area. We are able to deliver real time information to clients quickly, in a cost effective way, and we can tailor the information to what is relevant to them and their business, whether that be by way of bulletins, podcasts, live streaming seminars or otherwise,” continues Christopher.

“We have acted nationally in several areas of the business for many years, but through our increasing use of digital, this has removed any geographical boundaries completely. It massively extends our reach as a service provider, and we know people across the UK and beyond are contacting us as a result of our digital presence.

“Digital will be increasingly important and the fact we have created such a strong presence already, coupled with the strength of our reputation and our rebrand, puts Sintons in a very good position for the future.”

A game-changing agreement signed accelerating MODS standing in the industrial software market with support from Sintons

A “game changing” agreement between JGC Corporation and MODS will see a near one billion yen investment into the latter, accelerating its standing in the industrial software market.

The recently-signed capital participation agreement is for a 40% allocation of shares, and is hailed as heralding a game-changing partnership in industrial software supply to the energy sector.

MODS, which works globally from its base in Aberdeen, is already driving digital transformation in the energy sector with innovative industrial software applications that help operators and EPC’s plan, execute, and handovers in brownfield projects.

The investment builds this further still, with the launch of MODS Origin for new build projects. Jointly developed with JGC Corporation to digitalise the management of construction phases for EPC projects, MODS has hailed it as “firmly push(ing) our Industry 4.0 agenda”.

MODS was supported in securing the investment by corporate specialists at law firm Sintons.

This new phase in simplified and accurate reporting software will connect the remote workforce with safe and secure mobile technology specifically for greenfield projects. Organisational benefits include improved processes, productivity, and enhanced visibility into every step of project execution.

Jon Bell, chief executive of MODS, said: “The investment from JGC in MODS is a significant milestone in our journey. This will help us serve existing customers better and open the opportunities to accelerate our software solutions delivery to the market, enabling their digital journey. This agreement will allow our customers to eliminate bottleneck processes, and accelerate their projects’ economic viability.

“We are incredibly proud to be aligning with JGC, who are investing in the next chapter of digital transformation with MODS technology. JGC’s investment in MODS extends our ability to deliver much-needed solutions to enable cost-cutting benefits to our customers.”

For JGC, using the Advanced Work Packaging (AWP) module based on the MODS overarching software means accelerating Digital transformation (DX) as part of their ‘IT Grand Plan 2030’, which was formulated in 2018. The move essentially aims to improve efficiencies in project execution and accelerate the use of DX to benefit the energy industry.

The investment in MODS will enhance its offering to all EPCs looking to improve project execution competitiveness. MODS will continue developing and strengthening the existing solution for building, expanding, maintaining, and operating facilities, with the insights direct from engineers to engineers to provide fit for purpose solutions.

Matt Collen, partner in the corporate and commercial team at Sintons, and senior associate Emma Pern – recently named again as a rising star by Legal 500 – supported Jon Bell and MODS in the transaction.

“This is a very significant partnership within the industrial software market, which sees the combination of huge levels of expertise and innovation, backed by a sizeable investment. MODS has made great progress in recent years and this partnership with JGC Corporation promises to help unlock the next level,” said Emma.

“We were very pleased to support Jon and his team in this transaction.”

Healthcare team again top-rated by Legal 500

Sintons’ healthcare team has maintained its top-band ranking in Legal 500 2021, in recognition of its national presence and reputation in the specialist sector.

The team is known across the UK for its in-depth healthcare knowledge, which has seen it become the advisor of choice to growing numbers of NHS Trusts, GPs, dentists and other healthcare organisations nationally.

Legal 500 notes its capability in a wide range of complex healthcare matters, and quotes one client who remarks: “Their in-depth sector understanding and the quality of their advice is the best I have dealt with”.

The team, led by head of NHS healthcare Amanda Maskery, brings together expertise from practice areas across the firm, with team members being hailed for standing out as “they differentiate themselves as being at the forefront of change”.

Amanda, praised for being “at the top of her field”, retains her place as one of Legal 500’s leading individuals in the North of England.

The additions of regulatory associate Sheila Ramshaw and employment associate Angela Carver were hailed as adding further strength to the team.

Christopher Welch, managing partner of Sintons, said: “Our healthcare team has built a reputation as being a leading advisor in this very specialist field on a national basis, and to again have that independently confirmed is very pleasing. Legal 500 rightly points to the outstanding quality of their advice, client service and understanding of what is a very complex area, which combine to make a team which has become the trusted advisor to Trusts and many other organisations across the country.”

Sintons supports Climb in merger

A North East print company has merged with two of the biggest names in the industry to form an organisation aiming to become a leading force in print.

Precision Printing, based at North East BIC at Sunderland Enterprise Park, has joined forces with Sheffield-based ProCo and Prime Group in Nottingham to become the Precision Proco Group, a multimillion-pound operation which will be at the forefront of print delivery.

The merger also includes the online upload and print portal Where The Trade Buys and Gateshead-based digital solutions provider, Climb Creative.

Adrian Dye, partner in the corporate and commercial team at Sintons, acted for Climb in the merger.

The companies have worked together for a number of years and directors said the time is now right to formalise an arrangement and combine expertise, with the promise of “providing further value to both our customers’ operational marketing and wider business events”.

The new group will bring with it more than 60 years of experience in the print industry and will be able to offer nationwide coverage for all of its many services.

Gary Peeling of Precision Printing will become group CEO, Jon Bailey, formerly of ProCo, will take on the role of COO, Jon Tolley of Prime will be group CIO, Dominic Neary, will take the position of group CFO having joined from Just Eat bringing with him a wealth of experience of digital transformational businesses.

The merger creates a group with 325 employees across the UK, with the 135 at Precision Print’s HQ in Sunderland and site in Dagenham being joined by 125 at ProCo in Sheffield, 56 at Prime in Nottingham and nine at Climb in Gateshead.

Also joining the new board as chairman and merger advisor is former British Airways director, Philip Osmond.

The company works across a range of sectors, printing for leading consumer brands and retailers along with developing a number of e-commerce products and platforms.

Runners raise over £1,500 through Great North Run Solo

Over £1,500 has been raised so far by Sintons’ team of runners who took on the Great North Run Solo challenge.

The six-strong team committed to each completing 40 runs as part of the challenge, to mark the 40th anniversary of the Great North Run, which this year was cancelled due to COVID-19.

Collectively, the team ran more than 1,100km during the period of the Great North Run Solo challenge, which ran from June 28 – the birthday of the iconic half marathon from Newcastle to South Shields – and September 13, the date the event was due to be held.

In addition to funds raised for the NHS Charities Together COVID-19 Urgent Appeal, the event’s charity partner, Sintons are fundraising for the firm’s nominated charity, the North of England Children’s Cancer Research Fund (NECCR).

To date, more than £1,500 has been raised, with donations continuing to be made in support of the team – head of banking Jane Meikle, head of real estate Mark Dobbin, real estate senior associate Louise Kelly, family senior associate Louise Masters, Court of Protection lawyer Sophie Robinson-Davies and real estate solicitor Alex Wilkins.

“Our team of runners have covered a very impressive collective distance for their Great North Run Solo challenge, and the total they have raised so far is excellent. Their commitment has been excellent and their efforts are greatly appreciated by the firm,” said Christopher Welch, managing partner of Sintons.

“We would like to thank everyone who has donated in support of our runners. We appreciate that these are very difficult times but through the generosity of so many people, we have added well over £1,200 – and counting – to our ongoing fundraising for NECCR.”

To donate to Sintons’ Great North Run Solo challenge and help raise money for NECCR please visit https://www.justgiving.com/fundraising/sintons-neccr

STACK to stay in Newcastle until 2024

The social hub and container venue, STACK, in central Newcastle will be staying in the city until 2024, it has been confirmed.

The popular food, drink and live music venue has had its original licence extended for a further three years, beyond the end of its current licence next April, following approval from Newcastle City Council.

Danieli Holdings, owner of STACK, was supported by specialist licensing advisors at Sintons in its successful premises licence application.

Since opening in July 2018, STACK has seen more than 2 million people visit its containers, on the site of the old Odeon cinema in Pilgrim Street, and has recently added a second STACK venue  to its portfolio through its expansion into Seaburn, in Sunderland.

Danieli have pledged to continue to make new introductions to its STACK site in Newcastle, to keep its offer fresh and exciting for visitors, with ‘competitive socialising’ activities like darts and shuffleboard being considered for the near future.

Sarah Smith, head of licensing at Sintons, is the long-standing advisor to Danieli Holdings, and advised them on their latest application with Charles Holland of Trinity Chambers as their advocate at the hearing before the Council’s Licensing Sub-committee. The Committee granted the licence following a virtual hearing.

“STACK has become a firm favourite in Newcastle’s leisure scene and we are delighted it will be a fixture of the city centre until 2024 at least. It has become known for its wide variety of offering, which makes it a venue people can visit from day into night, and for the platform it provides for independent traders. It regenerated a disused area of the city and introduced something new and modern, which has helped to bring new footfall into the Pilgrim Street area,” she said.

“Danieli have worked very closely with the Council to ensure its ongoing positive impact on the city, and we are pleased this will be allowed to continue through securing the new premises licence.”

Sintons oversees North News acquisiton

A regional news agency is under new management following the retirement of its founders after more than 35 years in business, in a deal completed by law firm Sintons.

North News and Pictures, which works nationally from its base in Newcastle, has announced husband and wife team Ted and Jane Ditchburn have retired from the company they founded.

The agency’s head of words Victoria Williams will now take over the firm as owner and managing director.

North News and Pictures was established in 1984 as a news and photo agency supplying newspapers, magazines and broadcast media with stories and pictures from across the North East region and wider UK.

Sintons acted for Victoria Williams and the company in its acquisition of their business, with managing partner Christopher Welch completing the deal.

Ted Ditchburn said: “While in some ways it is a real wrench to leave, the fact is that it that stepping back is something we have been working toward for a few years now.

“Vicky has a great team blending experienced, talented names, familiar to many in the media, with youth. Despite the Covid-19 crisis I and Jane worked with Vicky, as part of the handover process, to bring in three new employees only last month.

“She has been with us a number of years and knows the company inside out and has already been central to developing new clients and new products and services, with her knowledge of the whole new digital media landscape, and great energy, we couldn’t be leaving the company in better hands.”

New owner Victoria said: “Ted and Jane have been fantastic mentors over the years, and I will always be grateful to them for the opportunities they have given me, and the many interesting and valuable experiences they’ve enabled me to have, from very early on in my career.

“I would like to thank them both for passing on their business and leaving me equipped with the tools I believe I need to work towards taking North News to the next level and securing a bright future for the company and staff within it.”

Christopher Welch added: “North News and Pictures has established a reputation as a high quality, trusted brand within the media, with Ted and Jane creating an agency which has truly been built to last. Already 35 years old, its continual innovation means it is well set for the future, and Victoria’s knowledge and experience of the business will be invaluable in its ongoing success.

“We were delighted to act for Victoria, and wish Ted and Jane – as well as Victoria and her team – the very best for the future.”

Sintons takes on new trainee solicitor

Law firm Sintons has continued its commitment to supporting the next generation of legal talent by taking on a new trainee.

Charlotte Johnston has secured a two-year training contract with Sintons, which will see her take a series of six-month placements throughout the firm under the guidance of some of the leading lawyers in their specialist fields regionally and nationally.

Her first seat will be in Sintons’ leading real estate team, which Charlotte joined as a paralegal last year, to help gain valuable experience of the world of law ahead of her becoming a trainee solicitor.

Charlotte becomes the latest young lawyer to be given a training contract by Sintons, which has had an unfaltering commitment to recruiting new trainees annually for many years. Many of its past trainees go on to become senior members of the firm, with several now holding partner positions.

Alongside the current four-strong group of second-year trainees at the firm, Sintons also employs three solicitor apprentices through the six-year North East Solicitor Apprenticeship programme, of which the firm was a founder member.

Christopher Welch, managing partner of Sintons, said: “We are very pleased to welcome Charlotte as a trainee solicitor and wish her well as she begins her two-year training programme.

“At Sintons, we are renowned for our continuing commitment to offering opportunities to young lawyers. The training we offer is of the highest standard and equips our trainees with the skills, knowledge and confidence they will need to enjoy a long and successful career in law.

“Several of the current Sintons partners began their careers with the firm as trainees, which I think speaks volumes about the culture and ethos of Sintons. We reward hard work and dedication with opportunities, which has helped to create the first-rate team we have and continue to build.”

Sintons’ runners top 1,100km in Great North Run Solo challenge

The team of runners from Sintons who are taking part in the Great North Run Solo challenge have covered over 1,100km collectively with several days still to go.

Sintons’ team committed their support to the challenge following the cancellation of the Great North Run, the iconic 13.1 mile run from Newcastle to South Shields, in its 40th anniversary year due to COVID-19.

The alternative, the Great North Run Solo challenge, tasks runners with completing a minimum of 40 runs of any distance between June 28 – the birthday of the Great North Run – and September 13, the scheduled date of the 2020 half marathon.

With less than a week remaining, Sintons’ team – head of banking Jane Meikle, head of real estate Mark Dobbin, real estate senior associate Louise Kelly, family senior associate Louise Masters, Court of Protection lawyer Sophie Robinson-Davies and real estate solicitor Alex Wilkins – have collectively covered over 1,100km as they approach their 40-run targets.

In addition to the official Great North Run Solo charity, the NHS Charities Together COVID-19 Urgent Appeal, Sintons are also raising money for the firm’s nominated staff charity, the North of England Children’s Cancer Research Fund (NECCR).

Christopher Welch, managing partner of Sintons, said: “While the cancellation of the Great North Run was very unfortunate, particularly in its 40th anniversary year, the creation of the Great North Run Solo challenge has proved a very worthy alternative for our team at Sintons. While the runs have been done individually, collectively this is a great team effort.

“Furthermore, we are very grateful for the significant donations that have been made so far in support of our team. These are difficult times but the generosity of so many people is greatly appreciated.”

To donate to Sintons’ Great North Run Solo challenge and help raise money for NECCR please visit https://www.justgiving.com/fundraising/sintons-neccr

 

What I’ve Learnt: David Summerhayes

David Summerhayes is one of the leading commercial litigators in the North, acting for global brands, FTSE 100 companies and fast-growth SMEs in complex and high-value dispute claims. A partner at Newcastle law firm Sintons, David is also well-known for his work in defamation and privacy.

My first training partner taught me to always be interested in my clients. At every opportunity, find out what they do, why they do it and what they want to do next. If you can do this successfully, the legal advice you give is really business advice, and far more valuable for it.

Be optimistic and open to opportunity. Lawyers are trained to identify the things that can go wrong for clients and it is all too easy to become risk-averse with your own business. This approach is something I’ve adopted relatively recently. If you think you have a good idea, go for it.

The one quality that runs through all my successful clients is drive and the willingness to carry on when others would stop. This translates into hard work and the attention to detail that produces a competitive edge.

As a litigator involved in disputes, it is crucial to have a calm head in a crisis, an understanding of strategy, and resilience. Lawyers also need attention to detail, an understanding of human nature and creativity in solving problems. It’s a broad skill set.

Building trust is paramount. Aside from a lawyer’s professional and regulatory obligations, clients need to be 100 per cent confident they can tell you anything and everything.

When starting a business, find a good mentor, speak to like-minded individuals and gather as much relevant information as possible. You will want your business to offer something different and to stand out, of course, but innovation doesn’t necessarily mean starting everything from scratch. It can be pulling together accepted ideas in a way no one else has thought of yet.

Review your policies and procedures on a regular basis. It is probably not necessary to have a full suite of bespoke documents from day one, but a lot of disputes arise because contracts are entered into without proper attention. The risk/reward dynamic changes as a business grows, as it takes on more employees and as order values increase. The key is to identify the point at which spending a little time and money documenting things properly will pay dividends.

Cultivate a team mentality and identify a common goal. Everyone should be pulling in the same direction, working to their strengths, and celebrating success. If each team member understands and genuinely appreciates how the others contribute, they will motivate each other. It doesn’t always work that way, because that’s life sometimes, but you have to try.

As Warren Buffet says, ‘It takes 20 years to build a reputation and five minutes to ruin it’. I regularly advise owner-managed businesses, national brands, and global corporations on matters of reputation and the same fundamental principles apply to all businesses. In this social media era, everyone is a publisher and reputations are susceptible to attack across many platforms. Whether allegations are right or wrong, you will be judged on how you act and how you respond.

Sintons appoints Christopher Welch as managing partner

Law firm Sintons has appointed a new managing partner.

Christopher Welch takes up the position after 17 years with the firm, during which time he has become one of the most highly esteemed corporate lawyers in the North of England, acting for an array of leading businesses both locally and nationally.

A corporate partner in Sintons, Christopher has for some time been a part of the firm’s senior management team and has played a central role in major projects to help shape the future of the firm, including its recent rebrand.

Christopher has, during his 30-year career, acted for some of the most recognisable names in UK business. He will combine his role as managing partner with client work ensuring that he is still able to meet the needs of his loyal and longstanding client base.

Christopher takes over from Mark Quigley, who became Sintons’ first managing partner in 2017. During his fixed three years term in post, Mark has overseen significant growth in all areas of the Sintons’ business, with major new client wins and significant recruitment of leading lawyers underpinning the firm’s progress.

Mark, for many years known as one of the North’s leading personal injury lawyers, returns to his specialist field of work as head of personal injury at Sintons. He will help to spearhead the ongoing growth of that department and, particularly, its rapidly expanding neurotrauma team, which acts for clients across the UK and has become known as a leader in its field nationally.

Working closely with the firm’s chairman Alan Dawson and Sintons’ management committee, Christopher believes the strength and the wide ranging specialisms of the Sintons team is what sets it apart and what will continue to play a significant role in its future growth.

“Firstly, I would like to give my thanks to Mark for the excellent work he has done over the past three years,” said Christopher.

“Creating the role of managing partner position broke new ground for the firm and during his time in post Mark has worked tirelessly, with our management committee, to achieve great successes. As a result of this strong progress we have made, we remain in a strong position going forward, despite the ongoing economic uncertainty presented by COVID-19.

“I am very pleased to be appointed to the role of managing partner and look forward to meeting the challenges ahead. We have a hugely capable team at Sintons with many talented, committed people I know I can put my trust in. We will work together to achieve our ambitions as a firm for the benefit of all our colleague and our clients.

Having built longstanding relationships with my clients, many of whom have been with me since the earliest days of my career, I will continue in my role as a corporate lawyer. Being the trusted advisor to clients whose businesses and aspirations you come to understand over the course of many years carries great responsibility, and I will continue to act on their behalf and support them as we emerge from the pandemic and into the future.”

Innovationbubble acquired by MISSION with support from Sintons

An international psychological insights and behavioral solutions consultancy has been acquired by global agencies group MISSION, in a deal completed by Sintons.

Innovationbubble will sit at the heart of the MISSION group’s business model, extending the expertise and capabilities that it provides to its global network of agencies through the ‘MISSION Advantage.’

The consultancy provides research and advice to a growing portfolio of clients, from blue-chips including Asda, Aviva, HSBC and a number of leading pharmaceutical businesses, to high profile brands such as Diesel and SpaceNK, to help them better understand what drives the behaviour of their customers and ultimately how to improve marketing activity.

James Clifton, MISSION Group chief executive, said: “MISSION has a strong track record of integrating earning accretive acquisitions, broadening the group’s range of services, geographic reach and sector expertise. I believe the COVID-19 pandemic will present exciting new opportunities for our business and this acquisition is early testament to our ambitions.

“We are delighted to welcome the Innovationbubble team into MISSION. In the current environment, their unique insight into customer psychology and behaviour is hugely valuable as businesses look to capitalise on the shifting trends we have seen during these unprecedented times. I am confident their expertise will be an important addition to the suite of services we offer our clients through MISSION Advantage and look forward to working with Dr Simon and the team.”

Dr Simon Moore, CEO of Innovationbubble, said: “MISSION is a fantastic business and the collaborative culture and entrepreneurial spirit which the Group has fostered made them the natural partner for us.

“We are looking forward to becoming part of MISSION and excited to be working with James and the team as the Group continues to build on its impressive growth to date.”

Law firm Sintons acted for Innovationbubble, with partner Matt Collen and senior associate Emma Pern, from the firm’s corporate and commercial team, completing the deal. Associate Catherine Hope advised on employment aspects.

“This is a significant addition to the MISSION Group and presents many opportunities for Innovationbubble to progress its innovative work in psychology and behaviour to the next level as part of this ambitious collective of agencies. We are very pleased to have completed this transaction on behalf of our client and wish them every success for the future,” said Matt.

Protection of Intellectual Property Rights after Brexit

Intellectual Property (“IP”) is one of the most valuable assets a business can have. In many cases this value translates into millions of pounds in profit, but also in high amounts of money spent to develop, protect and defend this asset. One thing is certain: the more we look after these rights and protect them, the more rewards we collect. Navigating this area of law requires skill and knowledge, and Brexit will present some challenges , if not traps, for the unaware. Significant changes are afoot and will take effect, quite literally, over night, while we welcome the new year on 1 January 2021.

Let’s take a brief look at Trade Marks. Broadly speaking, currently an EU Trade Mark is protected in the UK, as is in all the EU countries, without having to separately register in UK. The same is true for the other categories of rights. Now we find ourselves in what is called a “transition period”, which is the result of a tremendous amount of work and negotiations behind the scenes.

Status quo has been maintained during the transition period, which will end, according to the latest news, on 31 December 2020. The date is called “IP completion day”. The new year will bring a new regime.

What happens after the IP completion day?

The intention is, of course, to have a smooth transition from IP completion day. How many times did we hear this noble intention? Every little time changes occur. The reality may well prove very different. We have to analyse the position from two perspectives : (1) UK rights in the new EU, and (2) EU rights in the new UK.

As for the first perspective, in a nutshell, Brexit has no direct impact on IP rights that subsist, or are registered, as UK rights, such as UK registered Trade Marks (the same goes for UK design right and copyright). Nor does it affect the application to UK rights of the international agreements that underpin the protection of IP rights. That sounds wonderful, doesn’t it?

However, the position in respect of  the second perspective, that of unitary EU IP rights that are enforceable throughout the EU (from 1 January 2021 excluding the UK) is very different. Registered EU Trade Marks (and Community Registered Designs) will no longer cover the UK. The good news is that, part of the “smooth transition” process is that the UK will automatically create new comparable UK Trade Marks and registered designs, if all relevant criteria are met.

The time of registration or emergence of right is essential and can mean the difference between having protection in UK or not. I will explain this below.

Holders of registered EU Trade Marks (EUTMs), Community designs (RCDs) and Community plant variety rights registered or granted before the end of the transition period will automatically become holders of comparable IP rights in the UK.

Holders of unregistered Community design rights and sui generis database rights arising before the end of the transition period will be accorded an equivalent UK right with the same term of protection as the EU right.

This has significant practical consequences, if we consider, for instance, that to obtain registration of an EU Trade Mark takes 5 months if there is no opposition. For the registration to be finalised before 1 January 2021, the application has to be made by the end of July 2020. Time is getting very tight for those who wish to benefit from these provisions.

Applicants for EUTMs, RCDs and Community plant variety rights that have not reached registration by the end of the transition period will have a grace period of nine months to apply for equivalent rights in the UK, taking advantage of the same filing, priority and (for trade marks) seniority dates. Therefore rights-holder must at this stage consider filing UK trade mark applications and claiming priority for those EU trade mark applications that were pending on Brexit day.

Very helpful  registration procedures will be put in place, ensuring that the registration, grant and protection of comparable UK rights (these are, as set out before, those which are already registered in EU before the end of the transition period) will be carried out free of charge by the UK authorities, using the data available in the registries of EUIPO (European Union Intellectual Property Office), the Community Plant Variety Office and the European Commission (which those offices will provide). Right-holders will not have to carry out any administrative procedures or make any applications. Such right-holders will not have to have a UK correspondence address until the end of a three-year period from IP completion day.

Renewal fees will still have to be paid as normal, and it will continue to be possible to surrender rights in the usual way under UK law.

We are reassured by the UK IPO that  there will be no disruption to services or changes to the UK IP system during this transition period. The IPO will convert almost 1.4 million EU trade marks and 700,000 EU designs to comparable UK rights at the end of the transition period. These will come into effect on 1 January 2021.

We should not expect, however, smooth sailing all the time (I dare say that all of the above, complicated as it is,  by comparison to other changes, qualifies as smooth sailing) . There are areas in which the EU’s and UK’s IP laws could start to diverge, for instance the recently adopted Digital Copyright Directive – which the UK government has stated it has no plans to implement, and the coming changes to Copyright Law from 2021. Moreover, the EUIPO has confirmed that after Brexit it will disregard UK Trade Marks and other rights that have been relied on in oppositions filed before Brexit.

The new reality will be that, at the end of all these grace periods, we will face two separate systems with very different sets of rules. Those considering doing it without legal advice to save costs will be on a very dangerous and expensive path.

We can assist companies and individuals who wish to protect their IP rights with making the most of the transition period procedures, and also in the new regime.

Whether you are a UK based business or individual, a European one, or from anywhere else in  the world, our dedicated specialist team is here to help.

For any Intellectual Property queries, registrations and advice please contact Cristina Falzon or Karen Simms at Sintons.

UTS defies economic conditions to purchase specialist manufacturer that supplies world leading brands

Rapidly expanding UTS Engineering, based in Jarrow, has defied the economic conditions to purchase Buckinghamshire-based Ulrich Ltd, a specialist attachment manufacturer for mobile plant machinery.

Established in 1998, Ulrich, which has a £5 million turnover, designs front-end attachments for wheeled loaders, tractors, excavators and telescopic handles for customers including JCB, Volvo, Cat, Bell, CNH and Liebherr.

The business, employing 15 staff, has strong synergies with UTS group company, LCR, based in Hull, which offers a 65,000sq ft facility, providing a fully equipped one-stop-shop, offering fabrication, stress relieving, high precision machining, load testing, shot blast and paint and assembly and test. Indeed, for a number of years LCR has been a supplier to Ulrich.

UTS, was established in 2001 by managing director, Shaun Sadler and employs in excess of 250 staff, the majority of whom are based at the company’s design and manufacturing facility at the Bede Industrial Estate, Jarrow.

Shaun Sadler, said: “Ulrich is highly respected in its sector for the quality and innovation of its products. It has an exceptional management team, headed by Jim Hopkinson, who founded the business in 1998. Amongst its customers are some of the world’s most iconic brands such as JCB and Volvo and it operates in a wide range of industries, including aggregates, recycling and forestry, as well as supplying organisations such as the Environment Agency, the Ministry of Defence and the US Army. We saw immediate synergies with the work we are already doing in the market through LCR Limited and when we realised there was an opportunity to purchase the business we moved very quickly.”

UTS Engineering produces a vast range of couplings, flange adapters and repair clamps for customers in the UK and export markets. Its unique selling point is having the capability to provide almost any product for the piping industry, to incorporate tailor-made solutions and to fabricate its products to suit any size of diameter and oval pipes, if required. In the UK its primary focus is the utilities sector but the company has an expanding foothold in the Middle East and has operated in Dubai since 2004, where it has both a manufacturing facility and office. In addition, it has two offices in Abu Dhabi and is about to open a factory and office in Saudi Arabia.

Jim Hopkinson, managing director, Ulrich Attachments Ltd, said: “We have a very good reputation in the market, not least due to our exceptional design capabilities and we have a strong order book. However, we remain very ambitious and to grow the business further we really need to step up our export activity, where we see great opportunities.

“We have developed a very good working relationship with UTS Engineering and we felt that with the additional resource that it can make available together with its growing presence across the Middle East, that it was perfectly placed to take the Ulrich brand to the next level. There are exciting times ahead as we look forward to being part of the group and to moving the business to the next level.”

Matt Collen, partner in the corporate and commercial team at Sintons, alongside senior associate Emma Pern, completed the deal on behalf of UTS.

Matt, said: “This is a very significant acquisition for UTS, which is again clearly stating its ambitions as a fast-growing player in this sector. By defying the economic conditions to make this acquisition, UTS has placed itself in a strong position to go forward and take advantage of further opportunities. As the long-standing advisors to Shaun and his team, we are very pleased to support them in completing this deal.”

COVID-19 – Corporate Insolvency and Governance Bill – Update for Suppliers

The Corporate Insolvency and Governance Bill 2019-21 (“Bill”) was announced by BEIS on 20 May 2020 and is currently going through Parliament. The Government has commented that the Bill will relieve the burden on business during the COVID-19 outbreak and allow them to focus all their efforts on continuing to operate. Whilst this may be true for some, it also prevents Suppliers from terminating a supply contract where a Customer suffers an insolvency event.

Prohibition on Termination of Supply Contacts for Goods and Services

The Bill introduces a prohibition on termination clauses in supply contracts which entitle a Supplier to terminate where a Customer (who is a company) suffers an insolvency event. A new clause 233B (Protection of Suppliers of Goods and Services) will be inserted into the Insolvency Act 1986 which will have the affect of preventing a Supplier from terminating their supply contract where their Customer is suffering from certain insolvency events including:

  • the Customer entering administration;
  • an administrative receiver of the Customer being appointed;
  • a voluntary arrangement takes effect; or
  • the Customer goes into liquidation.

Many supply contracts contain specific provisions entitling the Supplier to terminate where the Customer suffers a defined insolvency event. The effect of the Bill is that the Supplier will not be allowed to exercise its rights under its supply contract in these circumstances. The rationale for this approach is to ensure that companies going through a rescue process will continue to receive supplies and that Suppliers and other creditors will benefit if more companies are able to survive and repay more of their debts by implementing a rescue plan.

The Bill also prevents Suppliers from making it a condition of supplying any goods and services following the insolvency event that any outstanding charges in respect of a supply made prior to the insolvency event are paid.

When can the Supplier terminate?

The effect of the Bill is disapplied in certain circumstances and so the Supplier can exercise its rights to terminate if:

  • the administrator, administrative or liquidator (as applicable) consents to the termination;
  • the Customer consents to the termination; or
  • the Court is satisfied that the continuation of the supply contract would cause the Supplier hardship and grants permission for the contract to terminate (the “hardship safeguard”).

The hardship safeguard provides some reassurance for Suppliers but this is a high bar to meet and requires a determination by the Courts.

Exemption for Suppliers who are Small Entities

There is also a time-limited exemption from the provisions of the Bill for Suppliers who are “small entities”.  A small entity is defined as an entity that meets at least 2 of the following conditions in its most recent financial year:

  • turnover was not more than £2 million;
  • balance sheet was not more than £1 million; or
  • not more than 50 employees.

The rules are slightly different for Suppliers if it is their first financial year. However, this exemption only lasts from the date this provision comes into force until 30 June 2020 or 1 month after the provision comes into force (whichever is the later). Given where we are today, if this provision takes effect unamended, the exemption will last for 1 month following this law coming into effect.

What can Suppliers do?

In practical terms, there is little that Suppliers can do given that they cannot contract out of these provisions but they may wish to consider some or all of the following:

  • checking their supply contracts to understand which ones these provisions will apply to and which rights could be dis-applied;
  • considering whether there are other rights (of termination or otherwise) that don’t apply on an insolvency event (such as voluntary rights of termination, break clauses or other events of default) that could be exercised instead (if needed);
  • changing their payment terms for any new contracts to be entered into to require upfront payment prior to delivery; and
  • reviewing their credit control arrangements to ensure they are being enforced as strictly as possible.

The Bill is not in force yet – for further details of its progression through Parliament please see use this link.

If you would like further information on this, please contact Chloe Dinsdale or a member of the Commercial Team at Sintons.

Changes to the Coronavirus Job Retention Scheme

On Friday evening (29 May), the Chancellor announced a number of changes to the Coronavirus Job Retention Scheme (the “Scheme”) which will take effect over the coming months. The full details of the changes are yet to be published, but here is a summary of the main changes:

  • from 1 August employers will be required to start paying national insurance and pension contributions;
  • from 1 September the Government will only reimburse 70% of salary (maximum of £2,190), with employers having to top up the remaining 10% (or more depending on what is agreed with an employee);
  • from 1 October the Government will only reimburse 60% of salary (maximum of £1,875), with employers having to top up the remaining 20% (or more depending on what is agreed with an employee);
  • the Scheme will close to new entrants from 30 June, meaning that the final date by which an employer can furlough an employee for the first time will be 10 June, in order for the current 3 week furlough period to be completed by 30 June;
  • part-time working will be allowed under the Scheme from 1 July, brought forward from August as originally intended; and
  • the Scheme will close on 31 October 2020.

In terms of part time working, HM Treasury has confirmed that from 1 July, employers will be able to bring employees on furlough leave back to work for any amount of time and any shift pattern. Employers will be able to claim under the Scheme for any of an employee’s normal hours not worked, whilst having to pay any full hours worked together with the tax and NI contributions on those payments. To be eligible for a continued grant under the Scheme, employers will have to agree a new flexible furloughing arrangement with their employees and confirm this agreement in writing.

Further guidance on flexible furloughing and how employers should calculate claims is due to be published on 12 June.

You can find the full details published so far here.

If you have any questions in relation to the content of this article please contact a member of the Employment Team.

Ask the Experts weekly Q&A with Sintons’ Employment Team – episode 5

Ask the Experts weekly Q&A from Sintons’ Employment Team – episode 5 – with Keith Land and Ailsa Hobson.

These sessions have come about due to the employment team here at Sintons having been inundated with COVID-19 and furlough questions following the introduction of the Coronavirus Job Retention Scheme and the ever changing government guidance.

The team has also been giving some thought as to what work may look like following the relaxation of the current restrictions.

So, In order to give you an opportunity to share in some of that wisdom, the team have opened themselves up to these Q&A sessions which are going to last until the end of May. During these short, bite sized sessions, members of the employment team will answer three questions, although it will actually be four today, (either COVID-19 related or not) that you haven’t either quite got to the bottom of or that your employees persistently ask you.

Please click on the image below to watch the session.

Interest on overdue invoices

Allison Thompson, Head of Debt Recovery at Sintons recorded a podcast that concentrates on ‘interest on overdue invoices’.

Click on the icon below to listen to the podcast.

Legal considerations when taking on investment

Matt Collen, Partner in the Corporate Team at Sintons recorded a podcast for Newcastle Start up Week 2020 – online which concentrates on ‘legal considerations that apply when taking on investment in an early stage company’.

Click on the icon below to listen to the podcast.

 

Ask the Experts weekly Q&A from Sintons’ Employment Team – episode 4

Ask the Experts weekly Q&A from Sintons’ Employment Team – episode 4 – with Keith Land and Ailsa Hobson.

These sessions have come about due to the employment team here at Sintons having been inundated with COVID-19 and furlough questions following the introduction of the Coronavirus Job Retention Scheme and the ever changing government guidance.

The team has also been giving some thought as to what work may look like following the relaxation of the current restrictions.

So, In order to give you an opportunity to share in some of that wisdom, the team have opened themselves up to these Q&A sessions which are going to last until the end of May. During these short, bite sized sessions, members of the employment team will answer three questions, although it will actually be four today, (either COVID-19 related or not) that you haven’t either quite got to the bottom of or that your employees persistently ask you.

Please click on the image below to watch the session.

Sintons’ Employment Seminar – Managing the End of Furlough

Sintons’ Employment team, in partnership with Reed HR, have recorded the following complimentary online employment law seminar.

This seminar focuses on how to manage the end of furlough & potential restructuring.

Please click on the play button in the bottom left corner of the below image to start viewing.

To follow the full size slides the team are using throughout the presentation, please click here prior to commencing watching.

 

Ask the Experts weekly Q&A from Sintons’ Employment Team – episode 3

Ask the Experts weekly Q&A from Sintons’ Employment Team – episode 3 – with Keith Land and Catherine Hope.

These sessions have come about due to the employment team here at Sintons having been inundated with COVID-19 and furlough questions following the introduction of the Coronavirus Job Retention Scheme and the ever changing government guidance.

The team has also been giving some thought as to what work may look like following the relaxation of the current restrictions.

So, In order to give you an opportunity to share in some of that wisdom, the team have opened themselves up to these Q&A sessions which are going to last until the end of May. During these short, bite sized sessions, members of the employment team will answer three questions, although it will actually be four today, (either COVID-19 related or not) that you haven’t either quite got to the bottom of or that your employees persistently ask you.

Please click the image below to listen.

Sintons supports Newcastle Startup Week Online

Law firm Sintons has reaffirmed its commitment to supporting startup and scaleup businesses through lending its support to the first-ever Newcastle Startup Week Online.

The five-day Newcastle Startup Week festival, which has become a staple in the region’s business calendar since its launch in 2017, was due to be held from May 18 to 22 at a range of venues across Newcastle and Gateshead, attracting speakers and attendees from across the world.

However, due to COVID-19 and the fact it was not possible to hold events in person as planned, founder and director Paul Lancaster has launched Newcastle Startup Week Online, which will deliver its advice and workshops through an array of webinars, podcasts and blogs on Facebook.

Sintons is known as one of the leading advisors in supporting the growth and development of startup businesses in the North of England and is a longstanding supporter of Newcastle Startup Week. It has been a premium sponsor of the initiative for the past two years and its specialist lawyers regularly deliver workshops to delegates on issues including investor readiness and intellectual property.

Matt Collen, corporate partner at Sintons, will deliver a seminar to Newcastle Startup Week Online via video, detailing the legal considerations that apply when taking on investment in an early stage company.

Newcastle Startup Week in its traditional form will return in September, with Sintons continuing to lend it support to the festival and be part of its array of expert speakers. The firm’s team of specialists will be on-hand throughout the event to offer advice, based on their years of in supporting entrepreneurs with the full spectrum of legal issues they may face, from pre-startup to scaleup and beyond.

Karen Simms, head of corporate and commercial at Sintons, said: “We shared the disappointment of everyone involved when Newcastle Startup Week was moved to later in the year, although the circumstances were wholly unavoidable, but are delighted to lend our support to Newcastle Startup Week Online. The fact this fast-growing five-day event has been turned into an online showcase at such short notice is tribute to the innovation and commitment of Paul and his team, and testament to the hugely positive attitude we have here within the North East business community.

“As leading advisors to startup and scaleup businesses across our region, Newcastle Startup Week is always an initiative we are very proud to be associated with. It mirrors our own commitment to championing the outstanding businesses and entrepreneurs we are so lucky to have here and we are committed to helping them start or scale their businesses and achieve their aspirations and goals. We look forward to being part of the first-ever Newcastle Startup Week Online and to offering our support to entrepreneurs via Facebook.”

Enabling clients to access legal excellence on a global scale

The legal and client service excellence for which Sintons is renowned is not limited to domestic law but transcends borders for the firm’s clients through its membership of a global legal network.

Sintons is the principal and lead UK law firm in International Jurists (IJ), a network of 33 forward thinking law firms around the world which exists to provide the clients of its members firms with expert legal assistance in each of the different legal jurisdictions in which it operates.

IJ, which was founded in 1992, operates in 30 countries around the world – as far afield as Chile, Brazil, South Africa, the United States and Israel – and there are in excess 1,250 lawyers working in the member firms ready to provide services to clients of the member firms.

Member firms all share a commitment to legal excellence and dedication to providing an outstanding service to clients, and are subject to a stringent assessment procedure, including client references, site visits and a face to face interview process  prior to being accepted as an IJ member. In this way the technical ability and culture of each member firm is fully tested to ensure that the high standards of IJ are maintained at all times.

The intention has always been that member firms develop close working relationships, ensuring that any referral of a client to another member firm is never a “faceless” process – you know who you are passing your clients to and you know the standard of service that they are going to receive. To reinforce this it is a requirement that Members of IJ meet in person at least once a year to share best practice, shape the future strategy of IJ and, most importantly, strengthen working relationships .

Sintons has been an IJ member since 2008, and the values of IJ are of fundamental importance to the firm. With many of its clients operating internationally, through membership of IJ, Sintons is confident that its clients’ affairs will be handled in the relevant jurisdiction by a law firm which shares Sintons’ commitment to delivering excellence.

Equally, Sintons acts on behalf of clients of other IJ member firms around the world to advise on UK aspects of their work.

Chris Welch, corporate partner at Sintons, is also a member of the global IJ management board.

“Our membership of IJ, is of great benefit to our clients, particularly those with an international dimension or who operate on a cross-border basis,” he said.

“Over the 12 years we have been part of IJ, many of our clients have benefitted from access to legal expertise from around the world. In situations where their matters involve working in a foreign jurisdiction, the fact Sintons already has these global relationships in place means we can refer quickly and effectively to a firm that we know well and which we are confident shares our own values and our commitment to client service. This ensures their matter is handled seamlessly and without unnecessary delays. Likewise, we are pleased to work with fellow IJ members around the world to handle matters in UK jurisdiction on behalf of their clients. As the whole face of international trade changes following the UK’s exit from the EU then these relationships across Europe and wider afield will become even more valuable to both us and our clients.

“We are proud IJ members and our membership has given a strong international aspect to Sintons’ offering and helps to enable our clients to continue to thrive on a global scale.”

Ask the Experts weekly Q&A with Sintons’ Employment Team – episode 2

Ask the Experts weekly Q&A from Sintons’ Employment Team – episode 2 – with Keith Land and Angela Carver

These sessions have come about due to the employment team here at Sintons having been inundated with COVID-19 and furlough questions following the introduction of the Coronavirus Job Retention Scheme and the ever changing government guidance.

The team has also been giving some thought as to what work may look like following the relaxation of the current restrictions.

So, In order to give you an opportunity to share in some of that wisdom, the team have opened themselves up to these Q&A sessions which are going to last until the end of May. During these short, bite sized sessions, members of the employment team will answer three questions, although it will actually be four today, (either COVID-19 related or not) that you haven’t either quite got to the bottom of or that your employees persistently ask you.

Please click the image below to listen.

COVID-19 Q&A | Sintons | Intellectual Property

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – I have a business which is currently closed but is building a strong following and I am confident we will recover well after Coronavirus. I have never considered protecting my IP or anything like that. Should I take this opportunity to do so?

A – Protecting your intellectual property (“IP”) is vitally important for any business. Protecting IP prevents third parties (who may be competitors) from stealing your ideas, designs and know-how for their own profit, providing important business asset protection. Ideally, you should have an IP strategy from the outset of any new business venture and review it regularly but IP protection can often be overlooked whilst focusing on business growth.

While COVID-19 is causing great uncertainty for many businesses, it does also allow opportunities to focus your time on areas of the business such as IP protection.

Protection of IP is protection of your brand, which can be the largest valuation piece in your business’ portfolio. The importance of brand protection has arguably been heightened by the current COVID-19 pandemic as businesses are under increasing pressure to adapt to the climate and seek customers ahead of their competitors.

Businesses across the globe are becoming increasingly aware of the danger of IP infringement and the risk that such infringement poses to the continuity of their business. This is applicable regardless of the size and nature of the business in question. If a third party is able to copy or steal certain IP that underpins the core value of the products or services a business provides, it is unquestionably going to have a negative impact on the ability for that business to grow and develop.

IP is used to describe a range of legal rights that attach to certain types of ideas or information, including designs, business names, website content and products. Every business will have some form of IP, even if it is just a trading name.

When looking at protecting your IP, there are 2 key points to initially consider:

  • Identifying any potential IP rights that may apply – there may be more than one IP right that applies, so it is important to have an overarching view of the potential IP rights that could apply to your business.
  • Identifying who owns the IP rights – this is not always straightforward.

Identifying potential IP rights – some IP rights must be registered with the relevant IP registration authority in order to legally subsist whilst others arise automatically by operation of law and are not registrable. The main IP rights in the UK are as follows:

  1. Trade marks (registered and unregistered) – trade marks may include a brand name, trading name or logos. Registration of any trademark is necessary in order to ensure protection
  2. Designs (registered and unregistered) – designs may include the shape of products, packaging or patterns. It is important to ensure that you have a record of who created the design and when it was created. You may also like to consider registering any novel designs at the Intellectual Property Office
  3. Registered patents – patents cover inventions. Applying for patent protection can be difficult to obtain and is costly but it is vital to protect future commercialisation so it can be worth the upfront investment
  4. Copyright – copyright may include writing, art, photography and web content. As copyright is created automatically, it is important that there is an appropriate record kept of all such work created so that the author of the work and the date created is clear. This is a good discipline to maintain from the start of any new business venture.

Registered rights are generally deemed to be ‘monopoly rights’ to the extent that they allow the owner to prevent others from using the IP without permission.

Once IP rights subsist in law, the unauthorised use of the IP by a third party will generally amount to a breach or infringement of the respective IP right. Such breach or infringement will usually allow the owner of the IP right to bring a claim against the infringing party and seek an injunction to prevent future use of the IP and to recover compensation and costs in connection with the infringement.

Businesses should be aware of the implications of Brexit on IP rights and the validity of EU rights in the UK post-transition period.

Ownership of IP rights – once you have identified any potential IP rights, you also need to identify who owns such rights to ensure the business can continue to make use of such IP. Issues to consider include:

  • Use of external designers, consultants and freelancers – for example, if a third party has designed a logo for your business, it is possible that the third party has retained ownership of the IP attached to the logo. This will depend on the terms of your agreement so it is vital that you check the terms carefully
  • Employees – if you are an employer, it is important to check that all employment contracts and policies make it clear that any IP created by the employee during their employment with you is owned by the business
  • Business owners – if you have incorporated, it is important that all IP created by the business owners is captured and properly assigned to the company. It is worth addressing this at the outset, especially if you have future plans to sell the business.

Confidential Information – it is important to remember that confidential information is not a form on IP under English law so you will need to ensure you have appropriate confidentiality undertakings in place to protect your trade secrets.

* For advice on this or any other intellectual property matter, please contact Chloe Dinsdale, senior associate in the corporate and commercial team at Sintons, on chloe.dinsdale@sintons.co.uk or 0191 226 3652.

COVID-19 Q&A | Sintons | Employment Law

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – One of my staff members is finding it difficult adjusting to working from home. Our office is still open but we are advising all staff to work from home. Can an employee choose to be office based?

A – The Government’s guidance sets out the circumstances where individuals are allowed to leave their house under the current lockdown. One of these is to travel for work purposes but only where work absolutely cannot be done from home.

In light of this, you should be making every effort possible to enable working from home, including the provision of suitable IT equipment. If your workplace and the employee’s role allows for remote working, you should talk to them to find out what the issues are, discuss how these might be resolved or improved and whether there is further support that can be provided to help with their adjustment. There may be particular individual needs that need to be considered, such as childcare responsibilities or a long-term health condition or disability.

It will depend on the employee’s individual circumstances and the impact these are having on their ability to carry out their job, but if it is simply the case that they have a preference for working in the office, this shouldn’t be sufficient to go against your advice.

That being said, your position is just advising, rather than a requiring, employees to work from home. The difficulty here is that the Government lockdown and the requirements that come with it aren’t. The ability to travel for work is expressly limited to where someone cannot work from home, and as an employer you are required to make every effort possible to enable working from home as the first option. If it is the case that the employee simply finds it harder or inconvenient to work from home then a discussion should be had about the reasons why this is advised, both in respect of the employee’s health and others, with reference to the Government guidance.

If this doesn’t work then it may be appropriate to consider changing your policy to require employees to work from home unless it is absolutely necessary. If there is already an established requirement to work from home where appropriate or where instructed to do so (or in the case of a business continuity issue such as a pandemic), then there is unlikely to be an issue in applying that obligation in an effort to contain the spread of COVID-19. If not, imposing home working would arguably constitute a variation of the contract requiring employees’ express consent, although in the circumstances we wouldn’t expect this to be rejected.

For further advice on this or any other employment matter, please contact Keith Land, head of employment at Sintons, on keith.land@sintons.co.uk or 0191 226 4892.

COVID-19 Q&A | Sintons | Corporate

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – I am looking into buying a business I know is struggling – would you suggest now is a good time to make such a purchase? Can I still access funding, will my bank lend?

A – Buying a struggling business referred to as ‘distressed’ or ‘accelerated sales opportunities’ can have its advantages and be for the commercial benefit of a similar or competitive business. It is, however, vital that any potential buyer takes legal advice to avoid risks and protect their position as much as possible.

One of the advantages of purchasing a distressed business it that the purchase price is usually discounted to reflect the risks being assumed by a buyer and this can be attractive to potential buyers who are prepared to take a punt. The reason for the reduced price is that any prospective buyer will be expected to take on any commercial risk associated with the business and assets. The principal ‘caveat emptor’, meaning ‘buyer beware’, applies, as any potential buyer will be buying the assets ‘as seen’, subject to any defects (including defects in title, physical condition or claims by third parties).

Another advantage is the time scales (and therefore the associated costs) in purchasing a distressed business. Because of the lack of available cash to fund the trading of a business (and the risk for an administrator in trading a business whilst insolvent) the sale process is usually accelerated and takes between 5-10 days from an offer being accepted to completion, compared to solvent acquisitions which can take months. Time is of the essence and therefore any potential buyer needs to take a commercial view on the transaction and rely on pragmatic due diligence which focuses on the key issues at a very high level. Such a high level review will reduce the professional fees associated with an acquisition.

A combination of sound commercial judgement and legal knowledge is needed to understand the opportunities and risks for the buyer. The key risks are:

  1. Commercial risk – as noted above the risk is always with the buyer in an insolvent acquisition
  2. Ongoing contracts – sellers will want buyers to assume responsibility for performing ongoing contracts, even if loss making. Poorly/unreasonably drafted arrangements may fix the buyer with responsibility for historic product/service warranties.
  3. No warranties or title covenants will be given in relation to the business and/or assets. This approach is in complete contrast to a purchase from a solvent seller where the buyer can expect the seller to warrant that it owns the assets, they are in good order and that there are no unexpected liabilities and where a buyer can bring an action against the seller if the warranties are untrue
  4. Employees – the Transfer or Undertakings (Protection of Employment) Regulations 2006 could apply which could mean employees transfer to the buyer, which means the seller’s obligations and liabilities associated with these employees will transfer and become the legal responsibility  of the buyer
  5. Retention of title clauses over the stock – many suppliers incorporate retention of title clauses into their terms and conditions of supply. The effect of this is that a buyer may pay good money to a distressed seller to purchase the stock only to find that the seller has no rights in it, as the supplier has not been paid and they have a retention over the stock.

We are being told that the banks are still open for business but would anticipate that it will take longer than usual to access funding which may present difficulties if you need an accelerated completion.

* For any advice on this matter or any other acquisition or insolvency purchase matters, please contact Matt Collen or Emma Pern in the corporate team at Sintons on matt.collen@sintons.co.uk or emma.pern@sintons.co.uk. For assistance or advice with any banking or finance matters, please contact Jane Meikle, head of banking at Sintons, on jane.meikle@sintons.co.uk

COVID-19 Q&A | Sintons | Employment Law

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – I have put some of my employees on furlough leave but still cannot see a way through the days and weeks ahead. What other options do I have available at this time? I am keen to protect as many jobs as possible but the financials just aren’t working.

A – Making use of the Government’s Job Retention Scheme is a good first step as this is a scheme open to all employers. However, if further steps are required to help your organisation adapt to the ongoing impact of the COVID-19 pandemic there are other options to consider:

  • Lay off and short-time working

If you have a contractual right to do so, you can lay off some employees or place them on short-time working. Broadly, laying off employees means that you provide them with no work (and no pay, other than a minimal statutory payment) for a period while retaining them as employees. Short-time working means providing employees with less work (and less pay) for a period while retaining them as employees. Unlike dismissal, it is a temporary solution to the problem of less work. If employees are laid off or placed on short-time working (or subject to a mixture of the two) for four or more consecutive weeks, or a total of six weeks in any period of 13 weeks, they can apply for a statutory redundancy payment (subject to the normal eligibility criteria).

  • Reducing headcount and temporary stoppages

If you have not already taken such steps, measures which might help delay redundancies include restricting recruitment, withdrawing job offers, deferring new joiners and reducing non-permanent staff. You could also consider adopting temporary stoppage arrangements, such as, sabbaticals, unpaid leave or requiring employees to use up parts of their contractual or statutory holiday entitlement.

  • Varying terms and conditions

You may seek to vary contractual terms, for example reducing hours or pay. If so, you should first check employees’ contractual terms to see if these allow for any flexibility. If express terms do not permit variation, you should seek consent. Express agreement is the simplest way of changing terms and conditions. If employees refuse to accept a change, then the next step would be to terminate and re-engage on the new terms. For employees who have two or more years’ service this will amount to a dismissal for the purposes of unfair dismissal and therefore the normal rules in relation to a potentially fair reason and fair procedure will apply. If it impacts 20 or more employees, the mass redundancy legislation will apply and you should first seek advice.

  • Redundancy

If redundancies are necessary then you must be satisfied that the statutory definition of redundancy is met. You will then need to ensure you follow a fair procedure which will involve consultation with individual employees where employees have two or more years’ continuous service. If selecting from a pool of employees, you will also need to ensure selection is fair and involves the fair application of objective selection criteria.

If you are proposing to make large scale redundancies of 20+ employees within a period of 90 days or less, certain statutory rules in relation to collective consultation will apply. In brief this will include the requirement to consult with representatives of the affected employees for 30 or 45 days (minimum) and to notify the Department for Business, Energy and Industrial Strategy.

On a final note, there is other support available for employers struggling with the economic consequences of COVID-19 which include, among other things, 12 month business rates holidays for businesses in certain sectors, and a business interruption loan scheme. You should keep up to date with developments and whether they apply to you via the www.gov.uk website.

COVID-19 Q&A | Sintons | Commercial | Startups

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – I have a great idea for an online business which I want to launch despite the challenging conditions. Do you think now is still a good time to launch a business? What legal measures do I need to put in place before I launch?

A – Starting a business can be an exciting but also daunting experience. The COVID-19 pandemic has had a significant impact on businesses across the globe and understandable caution should be taken if you are considering setting up a business in the current climate. However, the pandemic has also highlighted many opportunities for online business with a virtual offering, given the constraints currently imposed by governments around the world. Ultimately the decision to set up a business in the current climate will be fact-specific and dependent upon an individual’s business and strategic plan.

When considering launching a business, there are various aspects to consider from a legal perspective:

  1. Type of business structure – there are various forms that your business could take, with the most common ones being:
  • Sole Trader – this is the simplest form of business structure whereby a single individual owns and operates the business. There is no distinction between personal and business assets and all debts and liabilities will rest with the individual. Little is required to formalise this business structure.
  • Partnerships – this business structure involves two or more persons carrying on a business with a view to profit. Under English law, a partnership can be a general partnership, a limited partnership or a limited liability partnership, all of which are distinct in terms of operation, legal formalities and liability of partners involved. A partnership agreement should be entered into to govern the relationship between the partners.
  • Private Limited Company – this business structure requires the incorporation and registration of a private limited company at Companies House which creates a separate legal personality. The company can be limited by shares or by guarantee and will provide limited liability for its members. The company will need a director who will be responsible for the day to day running of the business of the company. There is a distinction between a member’s personal assets and the business assets of the company.
  1. Funding – a business may require funding from banks or private investors and the funder may require some form of security over certain assets of the business or rights of ownership. It is important that you understand what you are signing up to, especially if any there are any unusual or particularly onerous terms. The business may also be eligible for funding from the regional LEP or certain grant funding available to SMEs. It is important to understand all the potential sources of funding available to your particular business which will depend on sector, location and size.
  2. Employees – if employees will be engaged to assist in the operation of the business, there are various steps that the business needs to take as a new employer including registering with HMRC and obtaining employers’ liability insurance. Employment contracts will also be required to regulate the relationship between employer and employee as well as appropriate employment policies to cover matters such as sick leave and maternity leave.
  3. Premises – if you are planning to enter into a lease of commercial premises for the business, it is important that you ensure that the lease reflects the key commercial terms agreed in the head of terms such as term, renewal, break clauses, rent payments and security required. It is also important to ensure that the use of premises envisaged by the business is allowed under the terms of the lease.
  4. Intellectual property/brand – any intellectual property created to be used in conjunction with the business ought to be identified and protected where necessary. A brand will be a crucial element in growing and developing a business and care must be taken to protect it.
  5. Commercial contracts – you will likely need to contract with third parties such as suppliers or customers in the ordinary course of your business and you should consider using standard terms of purchase or supply which include adequate protections for your business in terms of limitation of liability, early termination or cancellation. You will also need to ensure that your website includes appropriate terms of use and privacy policy.
  6. Data Protection – where you are using personal data in your business, you will need to ensure that you have the necessary compliance documents in place and that all necessary contracts meet data protection requirements.
  7. Licences and/or permits- depending upon the nature of the business in question, licences and/or permits may be required in order for the business to operate (for example, premises or environmental licences).

It is crucial the right legal advice is obtained from the outset to ensure you are doing everything you can to grow and develop your business in the most efficient way possible.

* For advice on this or any other business-related matter, please contact Chloe Dinsdale, senior associate in the corporate and commercial team at Sintons, on chloe.dinsdale@sintons.co.uk or 0191 226 3652.

COVID-19 Q&A | Sintons | Commercial Real Estate

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – I entered into a commercial lease prior to Coronavirus but now I am struggling to keep up with its terms. What can I do?

A – The Government has introduced, as part of the Coronavirus Act 2020 (“the Act”), a suspension of the forfeiture provisions in commercial leases, to assist tenants during the economic uncertainty of the pandemic. So what does that, in practical terms, mean? 

Forfeiture is a standard clause in commercial leases which enables landlords to bring leases to an end when tenants haven’t paid rent, have breached obligations in the lease and also, usually, as a result of insolvency.  The detail behind the Act provides that if a rent payment is missed, forfeiture action is suspended until 30 June 2020 (that includes any forfeiture proceedings that are currently underway via the courts) but that date may be extended by the Government, if required. Once the period has expired the suspension will fall away and a tenant may then be at risk of being forced out of its premises if a rent payment is missed. Forfeiture for breach of the tenant’s covenants in the lease and insolvency are not affected by the Act – it is only for rent.

The intention behind the legislation is to give tenants a window of time to try and make some sense of the way forward, without the additional pressure that its landlord may take the premises from under its feet. However the Act only suspends the forfeiture power, it doesn’t side step the obligation to pay the rent  – that will still remain.

The steps being taken the Government’s steps are important but the indication is that many landlords are taking a pragmatic approach, speaking to tenants and offering rent free periods or other concessions. Landlords are very much aware that vacant accommodation may not bode well, in the post lock down economic climate. As well as, potentially, struggling to find new tenants on the same terms having to bear the cost of business rates, insurance  and security costs is something many landlords would rather avoid. Having to take reduced rental income and working with tenants may transpire to be, commercially, the more beneficial option than ending up with voids for, potentially, many months to come.  

If changes to the occupational arrangement are agreed they could be evidenced by way of a side letter, which would be a personal arrangement between the parties and the lease itself would remain unchanged.  One point to check is vat, particularly if a vat invoice for the higher rent has already been issued. The simple solution may be to issue a credit note to cancel any vat liability, keeping accounting records in order. The alternative, if the concession is to last in the long term, is to formally vary the lease. However, due to legal technicalities, care needs to be taken as, from a tenant’s perspective, that could result in additional expenditure in the form of stamp duty liability.

So, overall, the Act is welcome to provide a degree of breathing space to tenants who are unable or struggling to pay rent in these uncertain times and the market, going forward, needs to be carefully monitored for both landlords and tenants. Communication between the parties and maintaining an open dialogue seems to be key to try, from both sides perspective, to come out of this crisis as unscathed as possible.

For further advice on this or any other commercial real estate related matter, please contact Louise Kelly, on louise.kelly@sintons.co.uk or 0191 226 7807.

COVID-19 Q&A | Sintons | Banking & Finance

During these unprecedented times, where the situation is changing on a daily basis, we are aware that individuals and business owners will have many questions and uncertainties about how these developments impact on them.

Here, through a series of Q&A with expert lawyers from across our firm, Sintons hopes to be able to answer some of those pressing questions, and provide some certainty and clarity for people who are unsure how to proceed.

We will bring you a question and answer per day for the next few weeks.

Q – My business has a loan from a bank with regular repayments being made. I am worried that in the current economic circumstances, the business won’t be able to make the repayments. What should I do?

A – Find a copy of your loan agreement and review the document. If you don’t have a copy, ask your bank for one or, if a solicitor acted on your behalf, ask them for a copy of the signed document.

Speak to your banker and explain the problems the business is currently facing so that they can work with you to discuss the options available.

Loan agreements contain many different terms and it will probably not just be the repayment obligations that need to be reviewed. Other clauses which the business may have problems complying with are:

Financial Covenants – these are financial calculations which are calculated on a regular basis (monthly/quarterly depending on the terms of your loan agreement). If cash flow in the business has dramatically reduced and you have a financial covenant that monitors cash flow you will need to speak to your bank about an immediate or future covenant breach.

Loan to Value – the value of any property you own which has been provided to the bank as security against the amount of your debt. This is an ongoing covenant and one which in the current climate is likely to be breached with property values falling.

Undertakings – statements that are repeated on set dates in accordance with the loan agreement. These statements, subject to the exact wording, have to be “true and correct” when made and repeated. It may be that some of the statement are no longer true and correct in the current climate.

Material Adverse Effect or Material Adverse Change (MAC) – MAC provisions typically allow for a lender to call an event of default in situations where the borrower’s position is substantially deteriorated from the date that they entered into the loan agreement. The provisions tend to be heavily negotiated so it is important you understand the MAC clause applicable to your business. From our discussions with all the major banks the clear feeling is, for these lenders, not to rely on MAC clauses but work together with their customers however all borrowers should be mindful of these clauses if the time comes when your lender can no longer continue to support the business.

Cessation of Trading – the majority of loan agreements contain an event of default if the borrower ceases or threatens to cease trading. If you have had to do so as a result of the Governments instructions you will need to discuss this with the bank.

Abandonment – if your loan is to finance a development it is likely to contain a clause whereby an event of default occurs if the development is abandoned for more than a set period of days. The earlier you discuss matters with your lender generally speaking the more favourable they will be to working with you and the business.

Tenant Breaches – if your loan agreement is dependent upon rent from tenants you will need to look carefully at the covenants regarding the income from these tenants not just in terms of financial covenants but also if the loan agreement contains any clauses regarding key tenants and their own financial status, occupancy levels, tenant breaches.

The above are just some of the clauses that are most likely to be relevant and ones which you will need to discuss with your bank. We can help you to identify the relevant clauses, discuss the same with your bank and propose amendments or temporary waivers to ensure your business remains viable and functioning during the pandemic and thereafter.

COVID-19™- 50 trade mark filings from around the world

At the time of writing, there are just short of 50 trade mark filings from around the world, featuring “COVID-19”. The classifications (referred to as NICE – a system of classifying goods and services for the purpose of registering trade marks) range from those you’d likely expect, given the seriousness associated with the COVID-19 situation:

  • class 5 Pharmaceuticals
  • class 9 Scientific Research
  • class 10 Surgical and Medical Apparatus and Instruments

to the more unexpected classifications including:

  • class 13 Firearms, Ammunition and Projectiles
  • class 28 Games
  • class 43 Catering Services

The most popular classification is class 25. Class 25 relates to clothing and so there is the possibility of seeing people wearing “Class of Covid-19” sweatshirts, “Covid-19 Survivor” t-shirts (“Covid-19 Infected” t-shirts, also pending) and baseball caps featuring “I heart Covid-19”- complete with heart and virus emojis, once lockdown is over.

If you are looking to submit a trade mark, it is important to understand that the UK Intellectual Property Office (UK IPO) has absolute grounds for refusing a trade mark registration, including where the proposed trade mark is contrary to public policy or accepted principles of morality. The UK IPO will look beyond what a certain section of the public would likely find distasteful, as distaste is not enough. Each application will be assessed on its own merits, the accepted principles of morality, of course, change with time.

There are also, what are known as relative grounds for refusing a trade mark application, these usually centre around conflicts with existing rights and are normally brought to the attention of the trade mark examiner by third parties (normally existing rights holders), during the opposition stage. It is important that you research your proposed trade mark before commencing with using it and attempting to register it as a trade mark – does someone else have the same or similar trade mark (either already registered, sometimes identified by ® or unregistered, sometimes identified by ™)? Google is a helpful place to start but so are the EUIPO’s trade mark search databases. It is sometimes possible to overcome opposition by narrowing the classifications of the goods and/or services that the proposed trade mark will cover.

There are 45 classifications in total – 34 for goods and 11 for services. You will obviously need to consider the classifications of immediate interest, and not fall into the trap of trying to cover every possible use. You should try to balance clear immediate uses and anticipate realistic future interests.

Registered trade marks are also capable of revocation in the UK, if the trade mark has not been used in the five years following registration and anyone can apply to revoke a trade mark for non-use, although fees do apply to submit a revocation application.

There are potentially many pitfalls in applying for a trade mark, not to mention the time and cost associated with the application process itself. Careful thought should be given to what you intend to trade mark, where the trade mark will be used and what goods and/ or services the trade mark will cover.

In the current COVID-19 situation, the UK IPO office do appear to be processing online applications as normal and subject to the normal time frames. However paper applications are not being processed and the UK IPO asks that digital applications are made. It has also introduced “Interrupted Days” from 24th March, to take into account this unprecedent period and provide a safety net in case of significant disruption. More information can be found here.

Purchasing Assets from a Distressed Seller

We are receiving a number of memoranda of sales from insolvency practitioners, and others, relating to struggling business, referred to as “distressed” or “accelerated sales opportunities”. We are forwarding onto clients who might be interested however many buyers have never purchased a business and/or assets in these circumstances and may be unaware of the key differences between a solvent and insolvent purchase, and the purpose of this article is to set out the key difference.

Timescales

Because of the lack of available cash to fund the trading of a business (and the risk for an administrator in trading a business whilst insolvent) the sale process is usually accelerated and takes between 5-10 days from an offer being accepted to completion, compared to solvent acquisitions which can take months. Time is of the essence and therefore any  potential buyer needs to take a commercial view on the transaction and rely on pragmatic  due diligence which focuses on the key issues at a very high level.

Commercial Risk

Any prospective buyer will be expected to take on any commercial risk associated with the business and assets. The principal “Caveat Emptor” meaning “Buyer Beware” applies,  as any potential buyer will be buying the assets “as seen”  subject to any defects (including defects in title (ownership see below), physical condition or claims by third parties). There will be no party available to give the usual warranty protections around the issues , which would be a big part of a solvent sale.  As a result of this the purchase price is usually discounted to reflect the risks being assumed by a buyer and this can be attractive to potential buyers who are prepared to take a “punt”.

Ongoing Contracts

There are pitfalls for the unwary here –sellers will want buyers to assume responsibility for performing ongoing contracts, even if loss making. Poorly/unreasonably drafted arrangements may fix the buyer with responsibility for  historic product warranties . The right advisor will help you navigate through this minefield.

No Warranties or Title Covenants

Neither the insolvent seller or the appointed insolvency practitioners will offer any warranties or title covenants in relation to the business and/or assets. In addition, a potential buyer will not have the benefit of any title covenants which would usually be implied by the Law of Property (Miscellaneous) Provisions Act 1994 as these are usually specifically excluded. This approach is in complete contrast to a purchase from a solvent seller where the buyer can expect the seller to warrant that it owns the assets, they are in good order and that there are no liabilities and where a buyer can bring a action against the seller if the warranties are untrue.

The risk is always with the buyer in an insolvent acquisition and the insolvency practitioner will always exclude personal responsibility.

Employees

Whether a buyer assumes the employees will depend on whether the seller is in liquidation or administration as the appointment of administrators does not terminate any contracts of employment and therefore the Transfer or Undertakings (Protection of Employment) Regulations 2006 are likely to apply. This could mean employees transfer to the buyer which means the seller’s rights and duties associated with these employees will transfer and become a liability of the buyer. Expert advice is needed to understand the risks in this area, and what can be done to avoid or reduce them.

Stock

Many suppliers incorporate “retention of title” clauses into their terms and conditions of supply. The effect of this is that a buyer may pay good money to a distressed seller to purchase the stock only to find that the seller has no rights in it as the supplier has not been paid and they have a retention over the stock. As a result of this a buyer might be bound to return the stock to the supplier and even worse the buyer might have to indemnify the appointed insolvency practitioners against any claims, they may have made against them resulting in a double loss to the buyer.

A combination of sound commercial judgement and legal knowledge is needed to understand the likely outcome on stock , and the opportunities and risks for the buyer

These are just a few of the key issues which may arise in a distressed purchase however buying a distressed business can have its advantages and be for the commercial benefit of a similar or competitive business,  it is however vital that any potential buyer takes legal advice to avoid risks and protect their position as much as possible.

Emma Pern (email: emma.pern@sintons.co.uk) and Matt Collen (email: matt.collen@sintons.co.uk) in the Corporate team at Sintons regularly act for buyers of distressed business and would be happy to discuss any issues or assist you with any distressed (or solvent) acquisitions. In addition, they have close relationships with a number of insolvency practitioner in the region so if wish to know about any distressed sales in a specific sector please let them know.

COVID-19 – Advice for Suppliers and Customers

What if you are unable to meet your contractual commitments and/or want to cancel?

We are receiving many queries from our clients about what to do in relation to their contractual commitments in a variety of service sectors including leisure, travel and events management. Understandably many suppliers are concerned about what to do if they are unable to meet their agreed commitments and customers are also considering their termination/cancellation options.  Although this will depend on the precise terms of each contract, there are various things that you can consider when looking at your options. As these are unprecedented times and the government advice on the situation keeps developing, your options may change over time:

  • Communication – it is important that you maintain effective communication with the other party about the current situation and the likely affect this could have on the contract. Maintaining a good working relationship and being pro-active will help with goodwill on both sides during discussions on potentially difficult issues.
  • Variation – even written contracts can often be varied by mutual agreement. Whilst this will depend on the relationship between the parties and your respective bargaining power, you may be able to agree a new timescale for deliverables, a postponement or re-booking on a different date. It is important that your new agreement is documented appropriately in line with any variation requirements in the contract. Often, variations are required to be in writing and signed by both parties or there is a formal variation procedure to follow. It is important that the requirements of the contract are met to avoid any uncertainty down the line about what was agreed.
  • Force Majeure – there may a force majeure clause in the contract which you could seek to rely on. Force majeure means “superior force” and is sometimes still referred to as “an act of God”. The purpose of a force majeure clause is to excuse a party from performing its obligations where they are prevented from doing so due to something beyond their reasonable control and provides certainty of the outcome in these circumstances. Whether your force majeure clause will cover COVID-19 will very much depend on how the clause is drafted. A word of caution – it is risky to claim force majeure in anticipation where your contract deliverable is a few weeks or months away – the timing of when you should seek to claim relief is crucial.

Where you are seeking to rely on the force majeure clause, you need to ensure that any notice requirements are complied with. The consequences of force majeure usually depend on how long the event goes on for but there is often an ultimate right of termination. Whether any compensation is due on termination will depend on the specifics of the contract – force majeure can sometimes be considered to be non-fault termination event.  It is unlikely that any existing contracts will refer to COVID-19 specifically but you should consider looking at your standard terms and conditions and any new contracts you are considering entering into now as to how to incorporate appropriate terms that would cover this sort of situation in the future.

  • Frustration – where your contract is silent on force majeure or you are unbale to rely on a force majeure clause, the doctrine of frustration may apply. A party may be relieved from their obligations where something happens after the contract was entered into which makes it physically impossible to continue to perform the contract or illegal to do so or would render performance radically different from that envisaged by the parties when they entered into the contract. This is a difficult rule to rely on as the Courts take a very limited view of what amounts to frustration but it is still worth considering. Where frustration can be claimed, the contract is deemed terminated at the point it was frustrated so each party is relieved from any future obligations. Any obligations which have accrued up to this point remain enforceable. Where the legislation governing the consequences of frustration applies, it may entitle a party who paid prior to the frustrating event to be repaid by the other party although the other party may be entitled to retain some of the payment for their expenses.
  • Termination – it is worth reviewing the termination provisions of your contract to understand your ability and the other party’s ability to get out of it due to the on-going situation. Unfortunately for some, the insolvency termination provisions may come into play here. You need to be careful about seeking to terminate for insolvency or breach to ensure you really do have the right to terminate – if you terminate when you do not have the right to (a “repudiatory breach”), this entitles the other party to either accept or reject the termination and to claim damages in either event if the other party suffers a loss.

It is also important to understand the relationship between any breach provisions and the force majeure provisions (if any) in the contract as the purpose of claiming a force majeure event is to prevent the other party claiming breach. In addition and much easier to enforce, your contract may allow for a unilateral right of termination on notice for no reason (with or without an agreed level of compensation).

  • Insurance – it is also worth reviewing your insurance policies to see whether there is any right to make a claim and to be clear on if and when your insurance company will pay out. Again, this will very much depend on the terms of the policy. It is advisable to seek written confirmation from your insurance company or insurance broker but also to satisfy yourself of the cover provided in accordance with the policy wording. “Corona virus” and “Covid-19” will not appear in the wording unless the policy was very recently written, so words like “notifiable disease”, “epidemic” and “pandemic” are likely to be key. If you are unsure of your position, it is advisable to seek an independent view on this. It will also depend on Government actions over the coming weeks as changes to advice and potential bans or prohibitions could also affect insurance policies.

Meet The Team

 

Sintons trainee qualifies as corporate solicitor

A young lawyer has secured a permanent role with Sintons having successfully completed her training contract with the firm.

Sophie Townes is now a solicitor in the corporate team, having impressed during her two-year training period at Sintons.

Having taken up positions across the firm during her training, Sophie most recently had a seat in Sintons’ corporate team – named as Corporate and Commercial Team of the Year at the Northern Law Awards 2019 – and has now qualified into a solicitor role within the department.

Sophie will work as part of the highly-esteemed team which acts for businesses across the North East and wider UK and is regularly involved in major regional deals.

Her appointment into a permanent position at Sintons marks the latest example of a trainee successfully building a career with the firm, with several of the firm’s current partners beginning their time at Sintons as trainees.

“During my two years of training, I have been lucky enough to work with some of the leading lawyers in their field regionally and nationally and am delighted to qualify as a solicitor. Sintons has a first-rate reputation for its corporate work and it is fantastic to be able to join the department,” said Sophie.

“This is a time of strong growth for the corporate team and Sintons as a whole, and I am looking forward to working with my corporate colleagues to build our reputation and presence in the marketplace even further.”

Karen Simms, head of corporate and commercial at Sintons, said: “Sophie impressed us hugely during her time in the corporate team – as she did in every seat she held during her training contract – and we are delighted to reward her efforts and enthusiasm with a role in our fast-growing team. As a leading advisor to businesses, we are regularly instructed in many of the region’s most significant corporate transactions and our reputation is second to none.

“Our firm-wide Strategy for Growth centres around the recruitment and retention of excellent people, and the addition of Sophie to our department will support our work greatly.”

Coronavirus and Contractual Protection

The outbreak of the Coronavirus is impacting on travel and trade, and could cause significant business disruption. In particular, the virus may have an effect on the delivery of goods, either to or from your business, or may lead to disruption to any planned provision of services or events.

Force majeure clauses are often included in commercial contracts and usually excuses one party from the performance of its contractual obligations following the occurrence of certain events. The clause then typically outlines what parties must do if certain events arise. The term “force majeure” has no recognised meaning in English Law so its scope varies in contracts.

You should review the terms of your contracts to determine if such a clause would include any non-performance due to the virus, or future outbreak. Although coronavirus itself is unlikely to be identified, it may instead be covered under the terms ‘epidemic’ or ‘national emergency’. Many force majeure clauses can lack detail and instead apply to non-performance due to an event beyond their control. However, even though a court or tribunal may be sympathetic to circumstances of non-performance due to the outbreak, it is not guaranteed that a general clause will be enforced.  In addition, the affected party must also show that it has taken all reasonable steps to avoid or mitigate the event and its effect on the party’s contractual performance.

How should you mitigate the risk?

  • Review your contracts to check which ones may be impacted by closures or delays and where you may seek to suspend performance or terminate
  • Review your contracts to see whether or not the force majeure clauses cover business disruption caused by pandemic or crisis situations.
  • Communicate with your suppliers, contractors or customers regarding the impact of the outbreak.
  • Take steps to mitigate through business continuity planning, including checking the terms of any insurance policies you hold.

For advice on your position in your contracts or if you have any questions relating to this topic please contact the commercial team.

For information on how you may be affected as an employer, our employment team have provided an update which may be viewed here.

The impact of the coronavirus outbreak on the UK as a whole is yet to be seen but businesses should keep an eye on government guidance as it is updated.

Tech startup wins second global contract with Sage

A startup business established 12 months ago to disrupt the corporate training market has won its second international contract with technology giant Sage.

SUB10 has been appointed by Sage to develop its anti-bribery and corruption training programme, which will be used by 14,000 colleagues across 24 countries around the world and translated into six languages.

It comes only months after SUB10 won its first major contract with Sage, the market leader in cloud business management solutions, to design and deliver its Code of Conduct training, which is currently being implemented across Sage’s international operation.

Both contracts centre around SUB10’s core premise of revolutionising the traditional corporate training market through its methodology that workplace learning can be delivered in a more accessible and technology-driven way.

The business focuses on devising functional training units – underpinned with learning methodologies and proven neuroscience to support how people learn – of ten minutes or less which are offered in accessible multi-modal formats including games, quizzes and interactive videos.

Fast-growing SUB10, which last year became one of a handful of UK businesses to be accepted onto the prestigious global Microsoft for Startups programme, is now planning further expansion on the back of its developing partnership with Sage.

A key step forward for the business is the development of its SaaS cloud-based Learning Sphere system, a unique learning platform designed and developed on the Azure cloud, which is being created at its headquarters at PROTO in Gateshead, Europe’s leading centre for emerging technology.

SUB10 – founded by Peter Stephenson and Angela Ross, both highly-experienced and well-known names in training and e-learning – is also creating new jobs as it builds its team.

“To be awarded the Code of Conduct contract by Sage only six months after we were established was a phenomenal achievement for us, but to secure a second international partnership with one of the world’s biggest names in technology within our first year of business surpasses anything we could have hoped for,” said Peter.

“Our methodology is to redefine how corporate training is delivered and consumed within businesses. The initial feedback from the Code of Conduct training we have developed for Sage has been fantastic, and creating something so bespoke and innovative has been a huge learning process for both Angela and I, even though we’ve worked in this area for many years.

“We are now working hard on the delivery of our second contract through the development of this bespoke anti-bribery and corruption training, and are delighted to build our relationship with Sage even further.”

Carl Lovett, senior business integrity consultant at Sage, said: “We opted to work with SUB10 for a second project based on their core belief and supporting methodology that workplace learning can simply be better and more integrated. This was evident in our collaboration on Sage’s new Code of Conduct education.

“With their unrelenting flow of ideas, ability to tackle the hard-to-solve questions and desire to partner with Sage rather than just develop training content – opting to work with them again was an easy decision. We’re really excited to see what we can accomplish together in an ever-shifting environment.”

Lucy Carlin, senior associate and Sintons and one of the region’s leading specialist tech lawyers, has advised SUB10 since pre-launch.

“As a business which was once itself a North East startup, it is fantastic to see Sage now investing in the success of ambitious and growing new ventures in its home region. SUB10 was founded to revolutionise the traditional world of corporate training and the achievement of such successful results for a company of the scale of Sage shows they are delivering on that,” she added.

Brexit 2020 – What does this mean if you own an EU Trade Mark?

Following the decisions of the UK and EU Parliaments to approve the EU Withdrawal Agreement, the UK left the EU at 11pm on 31 January 2020.

The Agreement provides for a transition period until 31 December 2020 during which there will be no change to the law or practice of the law in relation to Intellectual property.

With regards to trade marks, from 1 January 2021, a European Trade Mark (“EUTM”) will no longer protect trade marks in the UK. On 1 January 2021, the UK Intellectual Property Office will create a comparable UK trade mark for all right holders with an existing EUTM. You will not need to pay for your equivalent UK trade mark and you will keep the original EUTM filing date.

Existing EUTMs will still protect trade marks in EU member states. UK businesses can still apply to the EU Intellectual Property Office for an EUTM.

There will be no changes to UK-registered trade marks as a result of the UK leaving the EU.

If you have an EUTM application that’s still pending on 1 January 2021, you’ll be able to apply to register a comparable UK trade mark in the 9 months after 1 January 2021.

If you need any advice on managing your intellectual property portfolio please contact Pippa Aitken on 0191 2267878 or email pippa.aitken@sintons.co.uk.

Data Protection Day: Children’s privacy online – Update from the ICO

On 21st January, the ICO published a set of 15 standards that online services should meet to protect children’s privacy (the Age Appropriate Design Code). It provides further clarity on the capture of children’s personal information in relation to online services marketing directly to children.

This code sets the standard expected for designers, developers or providers of online services that are likely to be accessed by children and which process their data, such as apps, connected toys, social media platforms, online games, educational websites and streaming services.

The code requires digital services to automatically provide children with a ‘built-in baseline’ of data protection when downloading apps and games or visiting websites. This ‘built-in baseline’ should ensure that the default for privacy settings is high, and the Code prevents nudge techniques from encouraging children to weaken such settings. Location settings will also be required to be switched off by default.

The Code may be accessed here and demonstrates a predominant focus on taking in to account the best interests of the child when designing and developing such services.

The Code is subject to Parliamentary approval but, once in force, companies and organisations will have 12 months to implement the necessary changes before the code comes into full effect and when enforcement action will begin. The ICO expects this to be by autumn 2021.

Those businesses and organisations who routinely collect personal data of children should ensure that they have considered GDPR and the 15 standards now issued by the ICO and take measures to embed them into your systems and practices at this stage.

If you have any questions at all in relation to the above, please feel free to contact me, Louise Weatherhead at Louise.weatherhead@sintons.co.uk, on Twitter @LNWdataprotect, or by telephone on 0191 2263699.

Data Protection Day: Update on Facial Recognition Software and the Metropolitan Police

The use of individuals personal information held by those in the public and private sector sets the foundation of the GDPR and its principle of lawfulness.

The Metropolitan Police Service has announced that it is going to use Live Facial Recognition (LFR) to bring wanted criminals to justice and many people believe this may be a threat to civil liberties.

The Information Commissioner’s Office, the regulatory authority who deal with data protection in the UK, considered this thorny issue last October, when they carried out an investigation into how police use LFR in public places.   The ICO report concluded that there was public support for LFR but that improvements needed to be made in how the use of the technology was authorised and detained. The ICO informed the Metropolitan Police Service that “an appropriately governed, targeted and intelligence-led deployment of LFR may meet the threshold of strict necessity for law enforcement purposes.”

The ICO have since reported that the Metropolitan Police Service has given assurances that they have incorporated their advice and is taking steps to reduce intrusion and comply with the requirements of data protection legislation.

Despite these assurances, the ICO recognise that this has potential significant privacy implications for UK citizens and have called for the Government to introduce a statutory and binding code of practice for LFR as a matter of priority. In the meantime, the ICO will continue to observe and monitor the arrangements in place for LFR used by the police.

This will also have implications for the use of LFR in the private sector, and the ICO have indicated that it will provide further guidance to businesses and organisations later this year.  The GDPR already requires many organisations who are implementing new technologies (hardware or software) to prepare a Data Privacy Impact Assessment so that data risks to individuals by introducing LFR can be assessed and justified, and measures implemented to mitigate against such risks.

If you are considering using this technology or already have it in place, then you will need to familiarise yourself with data protection laws that cover this area.

If you have any questions at all in relation to the above, please feel free to contact me, Louise Weatherhead at Louise.weatherhead@sintons.co.uk, on Twitter @LNWdataprotect, or by telephone on 0191 2263699. 

Corporate and commercial team expands with appointment of new solicitor

A commercial solicitor with significant experience of working with the North East’s burgeoning tech sector and startup and scaleup community has joined Sintons to help increase its expertise in this field of work.

Charlotte Alexander works widely with startup and scaleup businesses across the region, supporting them with a range of commercial and intellectual property matters, including franchise agreements, terms and conditions, software agreements, copyright and data protection.

She joins Sintons with the additional experience of working in-house in a number of SME businesses and within a PLC, demonstrating the diverse range of clients Charlotte has advised.

Charlotte’s presence in the region’s tech sector is an area of particular strength and continuing growth for Sintons, which has become a leading name in this specialist area of law and acts for increasing numbers of startups and scaleups in the North East. Its high rating and strong reputation in this field has seen it become a partner of TusPark EagleLab Newcastle – the acclaimed incubator space which supports businesses to expand into China – as well as being named premium sponsor of the region’s key event for early-stage entrepreneurs, Newcastle Startup Week.

The arrival of Charlotte marks the latest expansion for Sintons’ corporate and commercial team – named Corporate and Commercial Team of the Year at the Northern Law Awards 2019 – which is seeing strong and ongoing growth, with continuing new client wins underpinned by the addition of new legal talent to the firm.

Karen Simms, head of corporate and commercial at Sintons, said: “We are rightly regarded as one of the most experienced and capable teams of our kind in the North of England, with deep expertise across the whole range of specialist areas within our department. Our work with the tech sector, and advising a number of startup and scaleup businesses within it, has really set us apart and demonstrated our capability in this very niche area.

“Charlotte joins with specialism and experience in a number of areas of commercial work, which is a great fit for the wide-ranging offering of our department. Her background of working in the tech sector is hugely valuable, as few lawyers in the region possess such experience and expertise, and this will add further to the significant capability we already have here at Sintons. We look forward to working with Charlotte as we continue to push on with our ambitious growth plans, confirming our place as a leading specialist advisor to businesses.”

Leading North East leisure operator Vaulkhard Group is expanding after securing a £7m finance deal

The Newcastle hospitality company runs a host of bars and restaurants across the region, including three Barluga venues, the Mushroom Bar, Bealim House and Central Bean coffee shop, and employs more than 280 people.

Last year it also took over the management of The Diamond, in Ponteland, on the same day as it secured its licence for the Gosforth Barluga restaurant and bar.

Now the group is looking to expand further, following the multimillion-pound financing deal with HSBC UK. It was supported by its longstanding legal advisor, Sintons.

The family-run firm, which has Ollie Vaulkhard as managing director, will use the working capital to extend and refurbish some existing venues, while providing the financial support for potential future additions to its 15-strong portfolio.

It has already completed the refurbishments of its Barluga venues in Gosforth and Grey Street, and has also bought a building next to The Diamond to provide accommodation. Development work is also underway at Blake’s on Grey Street.

Chris Welch, partner in the corporate and commercial team at Sintons, has acted for the Vaulkhard family for many years and has overseen the development of its leisure group. He led the team which secured the HSBC funding package.

“Vaulkhard Group is one of the most dynamic and ambitious in the region, which constantly reassesses its portfolio to take advantage of opportunities to take the business further. Its venues enjoy huge popularity and the group continues to invest in their development, to ensure they remain at the forefront of the North East social scene,” he said.

“We are very pleased to again support Ollie and the team with a highly significant transaction for the business, which will help develop this long-standing and highly respected name in the region’s leisure industry even further.”