Corporate transactions

• Mark Williams led the Corporate Team in advising the shareholders on the sale of Eastbourne Vision Limited, a specialist provider of ophthalmic services and cataract surgery, to OCL Vision. The team advised on the sale documentation, share subscription, investment arrangements, and related procedural matters, guiding the shareholders through a transaction with both corporate, employment and property and planning related elements.
• Mark Williams and the Corporate Team advised on the sale of Pentruder UK Limited, a supplier of advanced concrete cutting machinery to the professional construction and diamond cutting industry, to Tractive AB. Pentruder UK has been a cornerstone of Pentruder’s European network since 2009, and the transaction brings together Tractive AB and Pentruder UK in a way which preserves and strengthens that legacy for the future. The team advised the selling shareholders throughout the transaction, including on the sale documentation, negotiation process and completion arrangements.
• Mark Williams, Chris Moye and Chloe Risby acted on the sale of a commercial real estate firm with a substantial property portfolio comprising more than 85 properties. The transaction involved the disposal of the portfolio to a large privately-owned property development and construction company based in the South of England. The team advised throughout a complex and demanding transaction, assisting with the negotiation of the sale documentation and helping the clients navigate a number of challenging issues and last-minute obstacles in order to reach completion.
• Christiana McKeown recently acted for a construction and civil engineering company in connection with its transition to employee ownership via an employee ownership trust . The transaction involved the formation of an employee ownership trust, the preparation of the trust deed and the acquisition by the trust of a majority of the company’s issued share capital.The structure allows the company’s employees to participate in the ownership of the business, while ensuring continuity through the ongoing involvement of one of the company’s founders and other selling shareholders, who have retained roles within the company’s operations. Although employee ownership trusts remain a relatively modern ownership model, our Corporate and Commercial Team continues to see increasing interest from small and medium-sized enterprises seeking to adopt this structure, particularly given the potential tax advantages and succession planning benefits. Gaby Hardwicke has acted on a significant number of transactions involving transfer of ownership to an EOT.Graduate Trainee Solicitor Gemma Blatchly provided completion support throughout the transaction, assisting with client communications, transaction management and the smooth progression of the matter throughout.
• Christiana McKeown, recently acted for a company specialising in industrial, commercial and residential air conditioning installation and maintenance in connection with its transition to employee ownership. The transaction involved the formation of an employee ownership trust and the preparation of key transaction documents, including the trust deed, share purchase agreement, security documentation and related ancillary documents.Graduate Paralegal Chloe Risby assisted with the preparation of the principal transaction documents and supported the matter through to completion, helping to ensure that the transaction progressed smoothly and that the client’s post-completion requirements were dealt with within the necessary timescales. Gaby Hardwicke has acted on a significant number of transactions involving transfer of ownership to an EOT.
• Gaby Hardwicke acted for the selling shareholders of a reputable accountancy firm. As part of the consideration payable to our clients involved receiving equity in the buyer, Beth Jones advised on the investment agreement, articles of association, loan note instrument and intercreditor agreement in addition to the standard transactional documents.
• Gaby Hardwicke’s Corporate Team advised founders Mike and Debbie Walker on the sale of CountyClean Group, a leading liquid waste management business, to specialist engineering services provider Ipsum Group for an undisclosed sum. Established in 2007, CountyClean has grown into a prominent provider of liquid management services across London and the South, and the transaction enables Ipsum to strengthen and expand its water portfolio by integrating CountyClean’s specialist expertise into its wider customer base. The deal marks a significant milestone in CountyClean’s growth journey and reflects Gaby Hardwicke’s continued strength in advising owner-managed businesses on strategic exits.
• Mark Williams led the Corporate Team in advising its client, TekCor4, in its acquisition of Marketing Delivery Limited, a specialist provider of automotive digital marketing solutions.  The transaction brings together TekCor4’s predictive aftersales intelligence platform with Marketing Delivery’s AI-powered customer engagement technology.
• Gaby Hardwicke advised the shareholders of System Hygienics, a leading provider of ventilation, air quality and fire safety compliance services, on its sale to Premier Technical Services Group (PTSG). The successful transaction brings together System Hygienics’ technical expertise and longstanding client relationships with PTSG’s national infrastructure and multi-service capabilities. The deal was led by Mark Williams with support from the corporate, commercial property and employment teams, marking an exciting new chapter for both businesses.
• Gaby Hardwicke Solicitors acted for the selling shareholders in the sale of The National Painting and Decorating Show — the UK’s annual trade exhibition for painting and decorating professionals — to Nineteen Group. The transaction, led by corporate finance partner Mark Williams alongside Thomas Goodenough, Chloe Risby and William Baker, secures the event’s future growth and integration with the InstallerSHOW platform while preserving its brand identity and industry commitment.
• Beth Jones recently acted for the selling shareholders in a management buyout, which involved the sale of the entire issued share capital of the target, a firm of chartered surveyors, to a newly formed company. The structure of the buyout and the consideration payable to the selling shareholders required Beth to draft and negotiate on a share purchase agreement, loan note instruments, a put & call option agreement and new articles of association for the target.
• Gaby Hardwicke acted for the sellers in the sale of the entire issued share capital of Jigsaw Business Solutions Limited.  Jigsaw is a leading provider of gift card programs for more than 20 retailers including Asos, Costa and Hotels.com.
• Beth Jones recently acted for the selling shareholders in the sale of a company in the healthcare sector to an employee-ownership trust. This transaction involved restructuring the company’s group and a refinance prior to the sale to the EOT so that the properties owned by the company were extracted. Beth drafted the various documents required for the restructure and refinance, which included share for share exchange agreements and a capital reduction demerger agreement, and the documents required for the sale to the EOT, which included a share purchase agreement and an EOT trust deed.
• Gaby Hardwicke acted for the shareholders in the sale of Brighton based company, dataJAR, the leading Apple technology managed services provider.  Mark Williams led on the sale to a US company listed on the Nasdaq exchange.  The transaction was completed within a strict timeframe as it had to complete before the buyer’s financial year end and involved complex intellectual property and IT matters given the nature of dataJAR’s business.
• Mark Williams and his Corporate Team acted for Knill James in Lewes in their merger with The TC Group.  Knill James is an award-winning firm of accountants, tax and business advisers and the transaction involved cross-division support from Gaby Hardwicke’s Corporate, Commercial Property and Employment Teams.  Mark Williams, the head of the Corporate Team, said “We were delighted to have acted for Knill James.  The collaboration with TC Group advances their growth plans and paves the way for an exciting and successful future.” Nick Rawson, partner of Knill James commented “We would like to thank Mark Williams and the team at Gaby Hardwicke for their exemplary service, advice, help and guidance throughout the transaction.
• Mark Williams led the Gaby Hardwicke Corporate Team in the sale of Dobbs Logistics Limited to Palletforce.  Formed in 1961, Dobbs Logistics has a long and proud history of providing pallet distribution, haulage cargo and warehousing services throughout the South East.  The transaction also involved a number of property aspects and Gaby Hardwicke partner Hannah Bambury acted in relation to these.
• Beth Jones from the Gaby Hardwicke Corporate Team recently acted on the sale of St Marguerite Residential Care Home which had been owned by our client since 1998.  Beth drafted and negotiated various documents in relation to the transaction including the Share Purchase Agreement and Disclosure Letter.
• Gaby Hardwicke acted for Eastbourne Borough Football Club in a deal with an external investor for the purchase of the Club and its assets. The transaction involved a collaboration of solicitors from Gaby Hardwicke’s corporate, commercial property and employment teams, showcasing their breadth of expertise in completing such transactions seamlessly and within a tight deadline. Gaby Hardwicke act for a number of football and sports clubs locally and nationally. If you are a sports club looking for expert advice, please contact Mark Williams.
• Mark Williams and his team acted in the sale of Kent-based Geoffrey Craig Limited and Sussex-based Saffron Wealth Management Limited to chartered financial planning firm, Skerritts. The deals increased Skerritts’ assets under management by around £150m. These are the latest in a number of IFA sales/purchases dealt with by Mark and his team and reflect his growing reputation in this particular sector. Mark was instrumental in putting these deals together introducing his clients to Skerritts. If you are an IFA firm looking to sell or acquire, please do not hesitate to contact Mark.
• Mark Williams and Hannah Bambury have just completed the sale of a contact lens manufacturing company to a large multi-national US-based corporation. Mark led on the corporate aspects of the transaction assisted by Callum Garlick whilst the complex property elements were dealt with by the Head of Commercial Property Hannah Bambury and her team. Mark Williams commented: “We have acted for the company for many years and we are absolutely delighted for all the selling shareholders in achieving a successful exit after years of hard work in growing the company to its current position.”
• Beth Jones recently acted for the selling shareholders of a leading bathroom products and design business in the sale of 60% of the company’s issued share capital to a third party. Given that the selling shareholders would retain 40% of the share capital post-sale, Beth negotiated new articles of association and a shareholders’ agreement in order to protect the selling shareholders’ future interests in the company and in order to govern the relationship between the shareholders so as to avoid future costly disputes.
• Mark Williams and Hannah Bambury led on the sale of a South East-based specialist software company with large multi-national clients to an American buyer. For various commercial reasons the transaction had to happen urgently and the tight timetable was achieved with completion taking place 14 days after instructions were received. The transaction involved a number of solicitors within Gaby Hardwicke from within the Corporate, Commercial Property and Employment teams. Mark commented: “The challenges faced in completing this transaction within such a short timeframe were added to by the fact that the buyer’s lawyers were based in Silicon Valley, California, and therefore operating eight hours behind us. We met the challenges head on and were pleased to complete the transaction within the desired timeframe. We wish all parties every continued success going forward.”
• The Corporate and Commercial Property teams at Gaby Hardwicke acted for a longstanding client in the motor dealership industry in the acquisition of a group of 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 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.”
• Mark Williams 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 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.”
• Beth Jones and Hannah Bambury led on the acquisition of Hilltop Manor Care Home, a long established and successful care home registered in North Yorkshire, being the second acquisition of a care home by our client from the same vendors in 18 months.
• Gaby Hardwicke recently acted for some of the selling shareholders of a leading provider of software and services in the healthcare industry. The transaction involved Beth Jones drafting the necessary paperwork to carry out both an allotment of shares and a reduction in the capital of the target company prior to the sale of the entire issued share capital to the buyer. Due to there being multiple selling shareholders, negotiating the share purchase agreement also required careful negotiation and management by Beth.
• Beth Jones recently represented a company in receiving an investment in excess of a million pounds in a very short timeframe. The transaction involved agreeing an investment agreement, articles of association, a shareholders’ agreement, disclosure letter and paperwork for issuing new shares.
• Gaby Hardwicke advised the sellers in a multi-million-pound sale of The Powdermills Hotel and Country Estate in Battle to a private equity-backed buyer.
• Gaby Hardwicke acted for the estate of the family which had owned the 48-bedroom country hotel for over 40 years.  The transaction had to be completed within a very rigid timeframe and involved many complex issues which were expertly navigated by Mark Williams and head of Commercial Property, Hannah Bambury.

Commercial contracts

• Our commercial team have been advising TekCor4 in relation to the roll-out of their new product lines, including advising on international data processing arrangements. TekCor4 provides specialist aftersales services to the motor industry, including predictive and performance analytics services.
• William Baker acted for a global book distributor in their contract negotiations with a high street retailer for the provision of a new book distribution system, including the development of a white-label website service.  In addition to distribution and website services, there are also issues regarding consignment that needed to be dealt with in the contract.  In addition to drafting the contract, William assisted in negotiations to get the contract over the line within tight deadlines required.
• Our commercial team have advised Daisy’s Nail Company and its group companies on a variety of matters related to the TGB brand, including the preparation of distribution and manufacturing agreements. Daisy’s Nail Company is the company behind the “The Gel Bottle Inc” brand, providing gel polishes and other products and services to the nail industry worldwide.
• William Baker frequently advises care homes on updating their contracts for residents.  This involves drafting around complex areas of care regulations to make sure that all residents are treated fairly and legally, whilst ensuring that the care home owners are adequately protected.
• William Baker frequently advises a specialist aftersales technology company on various legal matters.  These include drafting specialist terms and conditions for their new service offering, data protection and intellectual property advice.  Key issues that William often needs to address include the processing of personal data, complex issues around subscription contracts and ownership of deliverables.
• Our Commercial Contracts Team frequently acts for clients in a number of different sectors in putting in place EMI schemes. EMI schemes are a tax-efficient way of incentivising employees by granting them options to acquire shares in specific circumstances. Such circumstances commonly include the achievement of certain time or performance targets and/or a sale of the company.
• Our Commercial Contracts Team acted for a number of clients in putting collaboration agreements in place. A collaboration agreement can be used to cover a number of different scenarios where two or more businesses are working together towards a common goal or project and is a useful way of formalising such arrangements and making clear what is expected of each party and how key decisions are to be made. We have recently acted in preparing these types of agreements in the context of submitting a joint tender, two companies working together on a specific project and a more general commercial collaboration between a number of parties.
• Our Commercial Contracts Team has recently acted for an LLP accountancy practice. In order to record the retirement of one partner, our team prepared a bespoke deed of retirement to ensure compliance with the original LLP agreement.
• Our Commercial Contracts Team has been acting for a number of clients in drawing up contracts for mobile apps and other types of software. They have helped clients who are developing apps themselves as well as those working for third parties to develop apps on their behalf. The types of contracts required include terms and conditions and licences for the apps, development agreements where the apps are being designed or created by third parties, joint venture and collaboration agreements where the app is a joint project with other parties and privacy policies governing the collection of data within the apps.

Company law

• Our Corporate & Commercial Team frequently advise freehold owning and flat management companies in review of their Articles of Association and adoption of more modern and relevant constitutional documents.
• Our Commercial Contracts Team acted for another company in the formation of an employee ownership trust. The client, a software and consulting company based in London, specialises in project and portfolio management services. The transaction involved the preparation of a trust deed, the formation of the employee ownership trust, the exercise of option shares and the trusts’ acquisition of almost 100 per cent of the issued share capital of the company. The employee ownership trust facilitates the company’s employees ownership of the company, which is principally run by appointed representatives and individuals nominated to form part of the employee council. Some of the selling shareholders continue to have an interest in the company, with some also maintaining roles within the company’s operation. Whilst still a relatively new ownership structure, our corporate and commercial colleagues continue to see a growing trend towards employee ownership trust structures being adopted by small and medium sized enterprises due to the associated tax benefits.
• Beth Jones advised a residential property management company in order to create different share classes within the company’s share capital. The intention was for the share classes to have different rights attaching to them (i.e., rights to voting, capital and dividends) depending on whether the shareholders owned a 1-bed flat, 2-bed flat or 3 bed-flat etc. This involved re-designating the company’s current share capital and adopting new articles of association that set out the share rights and reflect the company’s current practices.
• Our Commercial Contracts Team 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.
• Our Commercial Contracts Team has recently advised on a significant restructuring of a client’s group of companies in the engineering sector. The business of the group (formally a parent company with three subsidiaries) had developed in such a way that its current structure was no longer efficient, either from a tax or a management perspective. The group therefore wanted to separate into four different smaller groups, each with its own parent company and trading subsidiary. The team prepared all documentation required and advised on the legal implementation of the entire restructure which included buybacks of shares, dealing with existing options, formation of new companies, a restructure of the share capital of various companies, share for share exchanges, a demerger and the issue of various new shares and options. Tailored Articles of Association and Shareholders Agreements were also prepared for each new group. The demerged companies are now more independent and autonomous, which is more conducive to the shareholders’ future exit plans.

Employment law

Paul Maynard and his employment team have been involved in many high profile employment disputes and transactions.  These include cases which overlap upon commercial issues such as shareholder and partner disputes or business protection cases.  It is in the nature of these cases that many are resolved on confidential terms.  These include:-

• Paul Maynard successfully represented members of the same family in High Court proceedings brought by other family members in respect of a long running dispute over the ownership of a chain of independent service stations, an oil terminal and various residential properties in the UK and abroad. The case involved disputes about shareholders rights; directors’ duties and unfair dismissal and gave rise to an injunction application following the exercise of a self-help remedy to regain possession of two of the petrol stations, an order for specific performance, an interlocutory challenge to the admissibility of witness evidence and four mediations, with the opponents represented by various offices of one of the world’s largest law firms.
• Paul Maynard successfully resolved High Court proceedings in the form of an unfair prejudice petition brought against the shareholders of a large logistics group by a former director and minority shareholder.
• The Employment team helped a group company in the adult education sector secure a springboard injunction against its former Business Development Manager. The employee had misused confidential information and undertook work for competitors whilst still employed, and, despite his activities being uncovered, continued to do so afterwards in breach of his post-termination restrictions.  The springboard injunction ran for 9 months and precluded him from having any dealings with industry contacts nationwide.  Paul Maynard also assisted the same client in its defence of an unfair prejudice petition issued in the High Court in Liverpool.
• Paul Maynard successfully acted for the director and shareholder of a leading High Street fashion retailer, in connection with attempts to oust him from the board. The case settled without court proceedings being issued following a mediation in which the company and its shareholders were represented by two leading City firms.
• Hermione Porter is currently acting for one of the country’s leading suppliers of occupational health services in respect of a claim for disability discrimination brought by one of its senior former employees. The previous year, Paul Maynard successfully represented the same client in connection with proceedings threated by a competitor alleging conspiracy and inducing a breach of contract.
• Paul Maynard represented a well-known radio and television presenter, who had brought a claim against his former employer for whistleblowing and discrimination. The case was settled on confidential terms.
• Paul Maynard was retained by a world-renowned music publicist in connection with the poaching of household name clients.
• Hermione Porter recently assisted the corporate team in the sale of a large country hotel, the transaction giving rise to numerous and complex TUPE considerations.
• Paul Maynard is representing the barrister Jon Holbrook in connection with his expulsion from his chambers following a series of controversial political tweets, which led to a highly publicised Twitter pile on. Arbitration claims alleging breach of contract have commenced against his former chambers; as have consolidated employment tribunal claims against ten local authorities and housing associations who dis-instructed and then blacklisted him and against the Bar Council in connection with their disciplinary action, for which Mr Holbrook was eventually fully exonerated.
• Paul Maynard recently advised a world leading music and sound design company in respect of a copyright claim brought by a former employee, over an instantly recognisable composition for a global broadcasting brand.
• The team represented an eminent financial services lawyer in a highly complex constructive dismissal and whistleblowing claim against multiple Respondents. The case involved a cross-border element, directors’ duties, counter-allegations of misconduct, equal pay, and admissibility challenges over evidence disclosed by the employer’s solicitors in breach of the Financial Services and Markets Act. The case settled following judicial mediation involving four opposing lawyers on highly favourable terms.
• Paul Maynard was retained by the Free Speech Union to advise Sean Corby, an ACAS Conciliator in respect of his high-profile belief discrimination claim against his employer, achieving a groundbreaking preliminary ruling on Mr Corby’s protected belief in September 2023. After giving interviews to the national media Mr Corby was dismissed and the second round of litigation in respect of his dismissal is due to be heard in December 2025.
• Paul Maynard has been advising many companies involved in aggregate, construction, waste management and demolition industries for many years. Currently, he is representing the Chairman of a London based demolition business in connection with an unfair prejudice petition, having successfully defeated a substantial claim for damages in the High Court in Bristol and achieved judgment for the same client for a whistleblowing dismissal in 2023.  The case recently settled on favourable terms.
• The team defended a regional aggregates supplier against a claim of unfair dismissal and disability discrimination brought by a family member. They represented the business and its two owners at a 4-day trial at the Employment Tribunal. During the hearing, they persuaded the Claimant to withdraw the claim and also compromise their interests in the wider family business in return for non-financial commitments.
• Paul Maynard is also acting for the shareholders and directors of a large waste management company in connection with a claim brought by the estate of one of its former shareholders. The dispute raises complex questions of construction of the company’s constitution.
• Hermione Porter is representing a top female football referee in an Employment Tribunal claim against PGMOL following her alleged discriminatory removal from FIFA’s International List of Referees.
• Paul Maynard is currently representing two shareholders of a tech company in proceedings before the High Court relating to the non-payment of contractual remuneration following the sale of the company’s assets. The case raises complex questions of contractual interpretation.
• Paul Maynard is representing Patrick Lee in a high-profile belief discrimination claim against the Institute and Faculty of Actuaries arising from disciplinary action taken against him by the regulatory body in respect of tweets which were critical of unreformed Islamic ideology. The Employment Tribunal recently ruled in Mr Lee’s favour that his beliefs were worthy of protection under the Equality Act.
• Paul Maynard has been advising a national accountancy practice in respect of employment issues arising from its various acquisitions of smaller firms and more generally. Paul’s recognised expertise in respect of the enforcement of post termination restrictions has been deployed on many of the transactions and subsequently, where an eye for detail, a thorough understanding of the case law and formulation of a case strategy has been the key to many successful outcomes.
• Paul Maynard has recently successfully represented a large regional car dealership in respect of claims for sexual harassment; discrimination; whistleblowing and constructive dismissal. This is one of many clients who have had him on speed dial for the past two decades.
• Paul Maynard also acts for Saba Pousaeedi, in respect of his claim for unfair dismissal and belief discrimination following his sacking by a large housing association after he stood as a Reform Party candidate at the last election. As well as being reported in the national media the facts were cited as a case study by Baroness Fox in a recent House of Lords debate about discrimination on the basis of political opinion.
• Paul Maynard successfully represented PSN Recruitment in respect of its claim against a former employee for passing off and misuse of confidential information. Having successfully defended a security for costs application, the case went to trial in the Intellectual Property Enterprise Court where damages and costs were awarded to the company.
• The team represented a non-executive director in a whistleblowing claim against a national sporting body. After a successful appeal to the Employment Appeal Tribunal on the question of employment status, the case was resolved favourably on terms which included compensation payment and the resignation of another director.
• Paul Maynard and the team recently acted for a financial adviser and nationally renowned expert witness in a complex disability discrimination and unfair dismissal claim against a financial services institution. Paul Maynard successfully assisted the same client’s new business to withstand the threat of an injunction made by his former employer, via their leading London lawyers.
• Paul Maynard has acted for one of the UK’s leading legal expenses insurance companies for many years. He currently represents them in defence of claims for disability discrimination brought by a former employee.
• Paul Maynard also acts for a well-known Fleet Street photographer following his dismissal, after he and a colleague were prosecuted for placing a tracker upon a vehicle believed to be owned by former Post Office CEO Paula Vennells, for which they were acquitted. The Tribunal proceedings alleged unfair dismissal and whistleblowing.
• For many years, Paul Maynard has been advising two large London law firms in respect of all of their employment and partnership issues. Additionally, he is frequently instructed by schools and other educational establishments in both the private and public sector, care homes, dental practices and GP surgeries including their federations, occupational health providers and large employers in the tech and engineering sectors.  Paul Maynard successfully concluded an unfair dismissal claim brought by a teacher against a large secondary school – the Tribunal have refused the Claimant’s application to amend to include a discrimination claim.

Commercial litigation and property disputes

• Daniela Bushe recently acted for the beneficial owners of a share of a property. The property was sold by the registered legal owners without accounting to our clients for their share of the proceeds of sale. We argued that this was in breach of the terms of a deed of trust. The claim was contested on complex legal grounds. A settlement was achieved at mediation during lockdown, with the parties participating via Zoom.
• Daniela Bushe acted for a holiday company in defending a claim brought against it by a consumer under the Consumer Rights Act 2015 for breach of contract. The claim went to trial in the County Court and the claim was successfully dismissed. Our client very generously waived its entitlement to costs. Had it not done so the court would have also made an order requiring the unsuccessful claimant to pay our client’s costs.
• The firm helped a motor industry client bring a substantial breach of warranty claim, following the acquisition of a number of dealerships in the South of England. The claim was based on inadequate disclosure of tax and accounting information, which landed the company with a significant and unexpected liability for VAT. After proper investigation and a letter before action, the case was resolved without the need to issue a formal claim.
• Daniela Bushe acted for a commercial agent in recovering unpaid agent’s commission arising out of the sale of a care home where there was a dispute over the contract terms. The case was settled out of court without the need for what could have otherwise been expensive and lengthy court proceedings.
• Daniela Bushe acted for a company defending a claim made against it by a consumer arising out of a sales agreement. Very few cases reach trial. This case did go to trial in the County Court and the Defendant was successful. As a result the unsuccessful party was ordered to pay our client’s costs of the litigation.
• Cathy Allen currently acts for a national high street retailer in resolving all contentious property matters that arise in the course of their business. Particularly, dealing with all matters relating to lease renewals, break notices, dilapidations, tenant defaults and possession claims.

Insolvency

We have continued to act for leading insolvency practitioners in the region, advising pre- and post-appointment and acting on a range of matters including business sales, recoveries, claims based on reviewable transactions and procedural issues.

• We recently advised the liquidators of a construction company on various issues arising from the company defaulting on its company voluntary arrangement (CVA). We provided advice on the validity of bank security, and on the availability of the CVA funds to both the secured and unsecured creditors. Mark Williams helped the liquidators obtain security from company creditors, to back up a negotiated repayment plan.
• A number of members of the team – including Mark Williams and Daniela Bushe – have been advising clients who are creditors of companies facing financial difficulties. Both Daniela and Cathy Allen have advised landlords on the consequences of tenant insolvencies.
• Daniela Bushe regularly acts for directors in appointing administrators.
• Daniela Bushe acted for a company in liquidation in applying to court seeking to fix the liquidators’ fees. Similarly she has recently acted for a company in liquidation in applying to court to seek the court’s approval to increase the liquidators remuneration.
• Daniela Bushe advised a company shareholder on a claim made by the liquidators of a company for an unlawful distribution under section 263 of the Companies Act 1985, a transaction at undervalue pursuant to section 238 of the Insolvency Act 1986 and an alleged breach of director duties.
• Daniela Bushe advised a director of a company in liquidation who was being pursued for various actions including breach of director duties and wrongful trading.
• Daniela Bushe advised a director of a company in liquidation who was being pursued for various actions including receipt of unlawful dividends and misfeasance.

Commercial property

• Chris Moye acted for a client company in acquiring a large industrial to assist with their expansion.  Numerous obstacles were overcome, including the seller carrying out the works to the property between exchange and completion, resulting in a conditional contract being exchanged, and acted for an institutional lender contributing part of the purchase price.
• Hannah Bambury led the Gaby Hardwicke Commercial Property Team in acting on behalf of a client in the restructuring of its property portfolio, comprising 85+ properties. This involved liaising with a large number of third parties, such as landlords and management companies, preparing and completing a large number of transfer deeds and then dealing with all registration formalities at HM Land Registry.
• Chris Moye acted for a local company who required a space for the storage of vehicles.  Chris negotiated the form of lease and rent deposit provisions with the landlord’s solicitor as well as dealt with a licence for alterations for future works.
• The Commercial Property Team acted on a purchase of a commercial freehold title for a retirement scheme client.  The fee earner, Chris Moye, satisfied the retirement scheme’s requirements to effect the purchase and ensure the property was suitable for letting to a occupational tenant.
• Chris Moye assisted a local charity with a lease renewal of a premises
• Chris Moye assisted a local company with the sale of a large portfolio of freehold titles which each contained flats let on assured shorthold tenancies (ASTs).  The matter involved numerous moving parts, including dealing with approximately 300 enquiries and collating upwards of 10 properties documents for each of the eighty flats and/or houses let on an ASTs.
• Hannah Bambury and Martin Davitt acted for a client in its sale of a prominent hotel in Eastbourne comprising 33 guest bedrooms, a separate bar and restaurant for the sum of £2.3 million.  The sale involved removal of an occupational lease, resolution of historic planning entries alongside bespoke drafting in the contract for sale.  Completion took place within 12 weeks of receiving instructions to the satisfaction of the longstanding client.
• Ian Hoare recently advised a landowner client on the terms of a promotion agreement for the promotion of their land for residential development. The resulting land promotion has secured a planning permission for 180 dwellings and Ian has subsequently advised the client on the sale documentation, with a sale price of £12 million.
• Chris Moye acted in the sale of various residential properties for a client. The transaction required multiple variations to the contract, which resulted in a phased sale and a transfer of part, due to the lack of performance by the buyer. Chris protected his client’s interest by obtaining guarantees and indemnities from the buyer and third parties to ensure the contract was performed and the properties were sold.
• Hannah Bambury acted for a motor dealership in putting in place a number of operational leases across its various sites.
• Ian Hoare acted for a client on the negotiation and exchange of a complex conditional contract for the sale of land in East Sussex to a national housebuilder for £13 million. This sale came off the back of a successful promotion agreement, which had been negotiated by Ian for his client several years ago. The resulting sale contract needed to address some complex issues relating to unusual deductible costs as well as conditions relating to off-site highways works and Biodiversity Net Gain issues, as well as overage provisions and security for deferred completion consideration.
• Hannah Bambury acted on behalf of a client looking to refinance its commercial premises in Brighton. Hannah dealt with all due diligence requirements by the lender, prepared and submitted a certificate of title and reviewed and reported to the client on all security documentation before then dealing with all registration formalities at both Companies House and HM Land Registry.
• Ian Hoare has recently been involved in a complex deal advising the beneficiary of a historic overage agreement affecting land with development potential. The deal involved approving a promotion agreement between the landowners and the promoter and varying the existing overage arrangements to a more suitable form in order to allow the land to be put forward for development, whilst maintaining the overage beneficiary’s right to a future payment if planning permission is obtained.
• Chris Moye acted on behalf of a client in the acquisition of the goodwill and assets of a brewery. The purchase included the assignment of three leases from two different entities. Chris prepared and negotiated the required transactional documents including the business sale agreement, deeds of assignment, licences to assign, transfer and receipt for equipment as well as carried out property due diligence against the three properties.
• Ian Hoare acted for a consortium of landowners in the acquisition of a field backing onto their homes in order to prevent it from being sold for development. This deal comprised of a subsale, whereby the land was acquired by the consortium from another purchaser on the same day. This was a very time-pressured job, requiring urgent input and negotiations to reach an exchange in just a couple of weeks.
• Hannah Bambury acted on behalf of clients in the sale of their Hastings hotel for £1.9 million. The sale involved an exclusivity arrangement, together with the usual sale and purchase documentation.
• Chris Moye acted in the application for first registration of land for a client who had occupied, but did not own, land in their garden.
• Ian Hoare has recently advised a landowner client on granting an option to a solar energy provider for the installation of a large-scale solar farm on the client’s land, should planning permission for the same be granted. The ten-year option allows the solar energy provider to take a lease of the land to allow for the installation of photovoltaic panels and battery storage apparatus. The deal involved complex rent calculation drafting.
• The Commercial Property Team acted for an institutional bank in relation to it charging a borrower’s property as security for lending to the borrower.  The matter was complex and consisted of flying freeholds, occupational tenants and numerous security documents.
• For a number of years, Hannah Bambury has acted for a family trust which owns a number of central London properties, which are let out to a variety of retail and restaurant tenants.
• Hannah Bambury recently acted for a local developer in its proposed purchase of land for redevelopment. This involved negotiating and completing an option agreement, together with settling the form of an overage deed and a transfer deed.
• Chris Moye acted for a tenant taking a lease of an industrial unit for the purposes of storage.  Negotiations on the lease were difficult but a successful outcome was gained by the client in the form of a lease which was ultimately granted.

Charities

• Our Commercial Team 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.
• Our Commercial Team 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 Commercial 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.
• Our Commercial Team recently acted for a local hospital’s League of Friends in their conversion to a Charitable Incorporated Organisation (CIO) and registration with the Charity Commission. This involved preparation of a tailored constitution, a detailed application to the Charity Commission and preparation of a Transfer Deed, transferring the business and assets of the existing entity to the newly formed CIO. More information about the benefits of incorporating a charity can be found in our briefing note.

Rural and Agricultural

Farms

• Jonathan Midgley and Joel Ballam acted in the sale of a country estate for £6 million.
• Jonathan Midgley completed in the last year various farm sales for considerations between £1.5 and £3 million.  Some of the sales contained overage provisions, allowing the seller to share in the profits if the land is sold in the future.
• Jonathan Midgley refinanced a working farm for capital, raising funds in excess of £900k. In order to accomplish this transaction, we needed to regularise the various commercial tenancies on the farm.
• Joel Ballam acted in a Sussex Farm purchase in excess of £1.5 million.
• Joanthan Midgley acted on sales of class Q farm building sales in Sussex and Kent.
• Jonathan Midgley acted on the purchase of a working Sussex farm for an active farmer for consideration in excess of £2 million.

Restructure of family-owned LLP

• Richard Ostle provided inheritance tax-planning advice on the restructure of a multi-generational, family-owned LLP with a value in excess of £10 million. Richard’s role was to maximise the availability of Agricultural Property Relief (APR) and Business Property Relief (BPR) in relation to a diverse range of estate activities including farming, forestry, holiday lets, property development and property investment.

Farming probate

• Antony Caulfield acted in a large farming probate where the deceased owned several hundred acres of farmland, which was farmed by a family partnership. The value of the farmland and the deceased’s interest in the farming partnership was over £3 million. Antony obtained Agricultural and Business Property Relief on the whole value of the farmland and the deceased’s interest in the farming partnership. This meant there was no inheritance tax to pay on the estate.

Farming partnership agreement

• Mark Williams prepared a farming partnership agreement for established clients, setting out the terms of the partnership for their 400-acre farm.

Agricultural employment advice

• Paul Maynard advised one of the country’s largest fruit and vegetable growers and distributors on numerous employment issues including the Agricultural Wages Order 2007.