Recent cases and deals
Please use the links on the right sidebar for details of other cases and deals the Gaby Hardwicke Commercial team has handled.
- The Corporate and Commercial Property teams at Gaby Hardwicke recently completed the acquisition of a group of motor dealerships based in the south of England with a turnover of around £50 million. The transaction involved various teams within Gaby Hardwicke including Corporate, Commercial Property and Employment and was completed within seven weeks of heads of terms being signed. Mark Williams, Partner in Corporate Finance, commented: “We were delighted to act for our client in this strategic acquisition. There were a number of interesting complexities in the transaction, including a myriad of property issues, all of which were skilfully navigated by the Gaby Hardwicke team operating within a short timeframe.”
- The Corporate and Commercial Property teams dealt with the sale of a business operated from one of the premises of a large, multi-site language school. The sale was subject to very tight timescales and complex negotiations.
- Mark Williams and Gemma Ritchie led a team of Gaby Hardwicke lawyers in a £20 million acquisition of a group of pharmaceutical companies. The complex transaction involved a number of overseas group companies and careful co-ordination between lawyers in different jurisdictions and required input from various teams within Gaby Hardwicke including corporate, employment, litigation and property. Mark Williams, partner in Corporate Finance commented: "This was a highly complex transaction involving various private equity funds, investors, funders and lawyers. We were delighted to be involved at the heart of it and complete the purchase on behalf of our client within a very tight time frame."
- Gemma Ritchie acted for a national business that specialises in the manufacture of bespoke lighting and furnishings in drawing up several new contracts. As the business is going through a period of expansion, including opening a number of retail outlets, various new contracts were required to be put in place, both between the business and its customers (including terms and conditions of business, agreements governing the use of the customers' names in marketing materials, etc) and between the business and its various suppliers and service providers (including supply agreements, agreements governing ownership of intellectual property developed by the suppliers, etc). Gemma assisted the client in conducting an overview of its requirements and putting in place user-friendly documentation to cover its various needs going forward.
- Gemma Ritchie acted for a multi-national technology company, operating primarily in the security sector, in preparing a number of contracts governing their relationships with various global partners. Such contracts include confidentiality agreements, patent disclaimers, joint venture agreements and product licences. Throughout the drafting process, Gemma has liaised closely with the client's Head of Global Partnerships to put in place a comprehensive but user-friendly set of documents that meet the client’s specific requirements.
- Gemma Ritchie and Mark Williams frequently act on transactions involving international franchises including most recently McDonald’s, Domino’s Pizza and KFC. Transactions recently undertaken include sales and acquisitions of existing franchises as well as acting for franchisees on entering into a new franchise agreement. The transactions involve advising on the business and the franchise agreement itself and all property elements involved, bringing in members of the Gaby Hardwicke Commercial Property team as required.
- Gemma Ritchie and Mark Williams frequently advise in relation to various dental services contracts. Currently, Gemma is acting for a client in the preparation of an expense-sharing agreement governing the terms on which various dentists and hygienists who occupy the same building agree to share responsibility for the communal areas, equipment and expenses of their respective surgeries.
- Mark Williams is currently advising a client in relation to directors’ duties and the procedure to be followed to remove a director. This includes not only advising on the relevant duties that apply to all directors, providing a view on whether these duties have been breached by the director in question and advising on the procedure to be followed to remove a director (either by the remaining directors or the shareholders of the company) but also ensuring that any steps and actions taken do not give rise to any claims by that director or any allegations of unfair prejudice against that director in his capacity as a shareholder of the company.
- Mark Williams is involved in providing detailed advice to the directors of a company to guard against a threat of ‘unfair prejudice’ being brought by a dissentient shareholder. The advice includes ensuring that the steps and actions taken by the directors of the company minimise the risk of any allegations of unfair prejudice and ensuring that the rights of the shareholders are adhered to and satisfied.
- Gemma Ritchie has recently acted for a number of companies in restructuring their share capital to create differing classes with differing rights attaching to those shares. This often involves redrafting Articles of Association of the company in order that those rights are properly reflected in the company’s constitution and also to ensure that the Articles are brought up to date to reflect recent changes in company law.
- Paul Maynard successfully negotiated a severance package from a Premiership Football Club on behalf of a European Football scout.
- Paul Maynard represented Whitmar Publications Ltd in its application to the Chancery Division of the High Court for a Springboard Injunction against three former employees and their new publishing company, to prevent them dealing with customers whose names featured on business cards unlawfully removed by one of the employees when he left. Mr Peter Leaver QC, sitting as a Deputy High Court Judge, not only granted the Springboard Injunction until trial or further order but ordered that control and management of the Defendants’ LinkedIn groups that they had created whilst employed by Whitmar should be returned to Whitmar and also ordered that the Defendants were not permitted to access the said groups. This is the first case in which an injunction has been granted relating to the transfer of LinkedIn contacts. Find out more.
- Paul Maynard successfully defended an international copyright licensing company in a four-day Employment Tribunal claim brought by a former employee, alleging disability discrimination, in particular direct discrimination, discrimination arising from disability and failure to make reasonable adjustments. After hearing 4 days of evidence the Employment Tribunal unanimously rejected all of the claimant’s claims confirming that her dismissal had been for poor performance and had been entirely unrelated to the claimant’s disability.
Commercial litigation and disputes
- The commercial litigation team has been acting for the successful claimant, Manolete Partners plc, in its claim against Hastings Borough Council for compensation relating to the closure of Hastings Pier back in 2006. The claim succeeded in the High Court in 2013, and in 2014 the team helped Manolete successfully oppose the local authority’s challenge in the Court of Appeal. Hastings Borough Council then appealed to the Supreme Court and again we secured victory for our client. The case relates to previously untested public safety legislation in the Building Act 1984.
- Daniela Catuara has been acting for a property investor client in relation to a claim concerning a dilapidated retaining wall which was damaging one of its properties. After difficult negotiations with the local authority (which owned the retaining wall), the claim was settled with the result that the authority 1) admitted ownership of the wall, 2) carried out the requisite repair works to the wall (at its own expense), 3) carried out repair works to our client’s property (again at its own expense), and 4) agreed to pay our client’s legal costs.
- Jeremy Laws has acted for a number of business clients in pursuing claims against a number of leading banks for compensation following the mis-selling of interest rate hedging products. This has involved assistance in the FCA-led review schemes, direct claims and claims made to the Financial Ombudsman Services. Settlement sums have ranged between £50,000 and £500,000. Jeremy is still acting for a number of clients pursuing further compensation for consequential loss.
- In the latter half of 2014 Jeremy Laws acted for an online retailer of high-end watches. The action was brought by Breitling, a well-known Swiss watch company. Our client sells genuine Breitling and other leading brand watches but not as an authorised dealer, and Breitling sought to attack it by bringing a copyright infringement claim. The claim followed a similar challenge a couple of years earlier by Tag Heuer. Jeremy helped the client defend the claim and ultimately conclude a settlement.
- Mark Williams and Jeremy Laws are advising the liquidators of a construction company on various issues arising from the company defaulting on its company voluntary arrangement (CVA). Jeremy is providing advice on the validity of bank security, and on the availability of the CVA funds to both the secured and unsecured creditors. Mark is helping the liquidators obtain security from company creditors, to back up a negotiated repayment plan.
- A number of members of the team – including Jeremy Laws, Mark Williams, Daniela Catuara and Nick Wickens – have been advising clients who are creditors of companies facing financial difficulties. Jeremy recently acted for a loan note holder in a company considering administration and facing management succession problems. Both Nick and Daniela have advised landlords on the consequences of tenant insolvencies.
- Jeremy Laws advised the liquidators of a group company where the group had instructed a City firm to pursue a multimillion pound claim against a fire alarm monitoring company. The claim was to be pursued with the assistance of litigation funding, and Jeremy advised on the terms of the funding agreement as well as the retainer of the City firm, ATE insurance and the duties and potential exposure of the liquidators. Ultimately the matter was concluded by Jeremy advising on the assignment of the claim to a third party.
- Hamish Smith advised a client, who had successfully obtained planning permission for residential development with an approximate GDV of £8 million, on the assignment of option agreements entered into by three adjoining land owners. The transaction involved five parties and their lawyers, a conditional agreement for assignment and a deed of release of an easement across the site.
- Hannah Bambury was instructed by one of Europe’s largest independent suppliers to the food manufacturing industry in the taking of a lease of 70,000 sq ft industrial premises in the north of England. The transaction involved liaising with immediate landlord and head landlord parties and dealing with some bespoke rent review arrangements. There were also some planning issues which arose as the transaction got underway which needed to be addressed to our client’s satisfaction prior to completion of the lease.
- Jon Fielden recently completed the sale of a large student development site in Kent for nearly £4 million.
- Nick Wickens acted on behalf of a major PLC bank in securing multi-million pound finance on a number of investment properties.
- Simon Harris acted for a London-based charity taking a lease from the local authority and funding to provide recreational facilities to the local community.
- Gemma Ritchie is acting for a Bexhill-based housing charity in making an application to the Charity Commission to change the charity’s objects by way of a Charity Commission Scheme.
- Gemma Ritchie is acting for a large charity in separating the charity into two separate entities and incorporating the trading arm as a Charitable Incorporated Organisation. The charity has two distinct elements to its operations which would benefit from being separated, not least in terms of allocation and management of risk. Incorporating the trading arm of the charity will also provide the charity’s trustees with additional protection from personal liability.
- Our team assisted a local charity with several issues surrounding misconduct of an officer, the resignation of trustees and a reorganisation and restructuring exercise. The client was under tight time constraints as there was a real danger of the charity being wound up. Happily, we helped to ensure that all the issues were resolved and the charity continues to operate.
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Our Recent Cases and Deals