Definitions

Administration order

Issued when the debtor has multiple debts but the court decides that bankruptcy can be avoided. An order is made in a county court for the administration (distribution) of the estate of a debtor. The order typically requires the debtor to pay his debts by instalments and so long as he does so, the creditors referred to in the administration order cannot enforce their individual claims by other means without permission of the court.

Agency

This term has several possible meanings:

1. The legal relationship between a person known as an agent, who acts and contracts on behalf of another person, company or government, known as the principal.

2. The business carried out by an agent, such as in the entertainment industry.

In general, the principal becomes responsible for the acts carried out by the agent on his behalf, and the agent’s acts are like those of the principal.

Agent

A person appointed by another (the principal) to act on his behalf, often to negotiate a contract between the principal and a third party. In certain situations, (if an agent discloses the existence of a principal to a third party with whom he is dealing), the agent does not themselves acquire any benefit or liability under the contract.

Agreement

A broad term with two main meanings:

1. The normal English meaning of a meeting of the minds, which includes understandings that may not give rise to legal obligations

2. In law, agreement is another name for a contract, a legally binding oral or written agreement, that includes all of the elements of a legal contract; offer, acceptance, consideration (payment or performance) and an intention to be bound by the agreement based on specific terms.

Which definition applies depends on the context of the situation and whether objectively the parties intended to create legal relations.

Arbitration

A particular procedure for resolving disputes outside of the courts using one or more neutral parties known as the arbitrator or the arbitration panel. Arbitration can sometimes use less formal methods than those followed in trial courts. This can sometimes lead to a faster and less expensive resolution. There are many types in arbitration in use. For example, binding arbitration is similar to a court procedure in that the arbitrator has the power to impose a decision. In non-binding arbitration, the arbitrator can recommend but not impose a decision. Many contracts, including those imposed by financial organisations, require mandatory arbitration in the event of a dispute.

Arm’s length transaction

Any transaction in which the seller and buyer act completely independently of each other, have no common interest and have no connection or relationship with each other. An arm’s length transaction most often reflects the true market value of a property.

Asset transaction

The purchase and sale of a business can be structured in two basic formats: the purchase of the seller’s shareholdings or stock; or the purchase of the assets of a seller’s business (eg their equipment).

In an asset transaction, the assets to be acquired are specified in the contract. This process varies between industries, but in general the buyer will take some or all of the assets of a business, excluding cash and accounts receivable, without assuming any liabilities of the business. This allows the seller to use the proceeds from the sale to liquidate debts. Through this transaction, the buyer purchases all of the business’ equipment, furniture, fixtures, inventory, trademarks, goodwill and other tangible assets.

Averaging relief provision

Taxpayers, like creative artists, may have fluctuations in their profits. For example, the compilation of a book may be spread over a long period and income during such periods may be small. at other times, income may accumulate rapidly as, for instance, on the outright disposal of a copyright or the sale of film rights.

Tax authorities recognise the taxation difficulty inherent in the fluctuations of the profits of creative artists. Voluntary tax relief that allows income to be averaged over a defined number of years is available to account for this.

Definitions

Beneficial owner

A beneficial owner is the true owner of a security or property, which may be registered in another name. An example is a shareholder, who may have registered his securities in the name of a broker or nominee. The shareholder’s name is not registered on the books of the issuing company, but the shareholder retains practical control of the shares and receives the benefit of the property, for example any dividends paid on the shares.

Bodies corporate

An entity that has legal personality, in other words is capable of enjoying and being subject to legal rights and duties. A body corporate is also known as a ‘corporation’. An example would be a limited company.

Breach of contract

When one party fails to complete or perform a contractual obligation, which can give rise to an action to compel performance of the obligation, or to provide adequate compensation to the innocent party for the failure to perform.

Breach of privacy

An unwarranted or unauthorised intrusion of an individual’s privacy by government, media or other institutions or individuals.

Breach of statutory duty

A breach of statutory duty occurs when one party fails to comply with an obligation placed upon it by statute.

Breach of warranty

In commercial terms, a warranty is made by one party to another, a statement of fact usually relating to condition or quality of goods. A warranty may be express or implied. A breach of warranty occurs when the promise is broken, i.e. product is defective or not as a reasonable buyer should expect.

Definitions

Certification

A certificate is an official document affirming some fact. For example, a birth certificate conforms facts regarding a person’s birth. A certificate may also certify that a person has received specific qualifications or passed a test.

Clause

A separate section of a legal document within a statute, contract or will.

Collective mark

Trade marks owned by an organisation (such as an association) whose members use them to identify themselves with a level of quality or accuracy, geographical origin or other characteristic(s) set by the organisation.

Commercial intention

The business or profit-making purpose, which guides a particular plan or course of action. For example the commercial intention in producing a poster that advertises a chocolate bar is to convince members of the public to buy that chocolate bar.

Common law

Common law is used in at least three contexts and has a different meaning in each, depending on the contrast that is being made.

1. When contrasting the sources of law in England and Wales. Laws originate from two sources, but they are of equal force and equal importance. Firstly, there is legislation passed by Parliament and, secondly, there is judge-made law. Common law is this body of judge-made law, in contrast to the laws made by Parliament. It has developed and grown through judges making decisions in individual cases, without the aid of legislation. Judges also interpret and apply legislation in individual cases. While these decisions do not traditionally form part of the common law, they are equally important as a source of law.

2. When contrasting the traditional branches of the English legal system. Prior to 1875, courts in England were divided into those of common law and those of equity. In 1875, the two sets of courts were abolished and replaced by a single court system, each with full power to administer both common law and equity. The rules of equity and common law now both originate, confusingly, from the ‘common law’, with its first context meaning. The terms ‘common law’ and ‘equity’ are still, however, used to refer to their historically divergent sources and to acknowledge their substantive differences.

3. When comparing entire legal systems. The ‘common law’ system is distinguished from, for example, civil or Roman law (extensive legislation with little judicial influence) and canon law (based on religion) systems.

Common seal

An impression of sign made upon a written document to express consent to it, historically a red sticker or wax. This is an old requirement and such seals are now very rarely required in law. They are more applicable to companies who use a seal to execute documents.

Competent jurisdiction, Court of

A court which holds the relevant power or authority to adjudicate the case in question. For example, the court of competent jurisdiction for an English criminal case would be the Crown Court.

Condition precedent

Condition precedent has two subtly different meanings. The context in which they are used should clarify which has been used.

1. Firstly, to describe the situation in which the obligations of both parties to a contract will only arise following the happening of a specified event. The condition precedent is an event neither party undertakes to bring about but whose existence is necessary before binding obligations, i.e. the contract, arise.

2. Secondly, to describe the situation in which one party’s obligations in a contract arise when the other party has performed his own specified contractual obligation. The condition precedent is an event which one party is obliged by the contract to bring about and, when it does, the other party’s liability arises.

Confidentiality agreement

A signed document that legally binds the parties to keep the information confidential, and contractually restricts disclosure of this information to anybody else.

Configuration

Describes a group of facts in a case.

Consequential loss

Financial loss which is the result of physical damage to property, beyond the direct cost of repairing the physical damage (or replacing the damaged goods). This financial loss can be the additional cost linked to the physical damage (e.g. renting a new machine), or even a missed opportunity to make a profit as a result of the physical damage. However, only financial losses resulting from physical damage can be recovered, losses which are purely economic (i.e. not linked to physical damage) often cannot be recovered.

Consideration

To form a legal contract, an agreement must involve some element of ‘bargain’. Each party pays a price for whatever he received from the other party. This price is consideration, which can be money, an act, forbearance or a promise. A contract is not valid without consideration.

To create a valid agreement without consideration, see Deed.

Construction

The process of determining the true meaning of a written document. It is a judicial process, effected in accordance with a number of rules and presumptions, without reference to the parties’ intentions.

Contract

An agreement that is enforceable in law. This legally binding agreement arises as a result of an offer and an acceptance of that offer. There are other requirements for a legal contract, including consideration. In the event that one party does not comply with their obligations, then the innocent party may have a claim against them for damages.

Contractual obligations

An obligation made under a legally binding agreement, e.g. an obligation to pay, or to provide a service.

Copyright

A person’s exclusive right to reproduce, publish or sell his or her original work of authorship (as a literary, musical, dramatic, artistic or architectural work).

Terms

Definitions

Damages

The money awarded to a party in a civil suit to compensate them for any loss they have suffered, such as reparation for the loss or injury for which another is liable.

Data protection

Safeguards relating to personal data, ie personal information about individuals that is stored on a computer and/or in relevant manual filing systems.

Database rights

Refers to the rights related to an organised collection of information held on a computer. Databases are usually protected by copyright in the UK under the Copyright Designs and Patents Act 1998 and EU Directive 96/9.

Decompile

Decompilation refers to the process of taking computer software apart. Under EU Directive 91/250, computer software is protected by copyright throughout the EU. However, a very limited right to decompilation is given in that directive for the defined purpose of writing an interoperable program, under certain very strict orders.

Decree sanction embargo

A decree sanction embargo is a law or an order issued by a court that prevents the ships of one state from leaving the ports of another state. This is usually done when the former state has done some harm to the latter state. The injured state would then use a decree sanction embargo as a way to compel the offending state to make reparations.

Deed

A written document that must make it clear on its face that it is intended to be a deed and is validly executed as a deed. An executed deed after 31 July 1990 requires that the individual making the deed sign it. A witness must also sign it to attest that the signature of the individual making the deed was made in his/her presence.

Alternatively, the individual making the deed can authorise somebody else to sign it, in which case two witnesses must also sign to attest that the signature of the person acting on behalf of the individual making the deed was made in the their presence.

A deed must also be delivered. Delivery does not mean any physical transfer of the deed, but refers to an act or statement by the individual making the deed that he/she adopts the deed irrevocably as his/her own. It operates as a representation that the deed has been correctly signed and attested by a witness.

Defamation

The publication of a statement about a person that tends to lower his reputation in the opinion of right-thinking members of the community, or to make them shun or avoid him. Defamation is usually in words but pictures, gestures and other acts can also be defamatory.

Design rights

Legal protection for the external appearance of an article, including its shape, configuration, pattern or ornament. A design right is distinct from a patent, which protects the internal workings of the article. The right entitles the owner to prevent others making articles to the same design.

Terms

Definitions

Encumbrancer

A person who holds an encumbrance. An encumbrance is a right or interest in property owned by someone other than the owner of the property itself; examples include easements, leases, mortgages and restrictive covenants.

Equitable relief / remedy

If the courts rule in favour of a claimant, then his rights to ‘damages’ (common law order for money to be paid to relief the claimant) would arise automatically. However, if this remedy is inadequate (in relieving the wrong suffered by the claimant), it is at the courts’ discretion to grant other forms of relief known as ‘equitable remedies’.

There are five types of equitable remedies:

1. Specific performance – court order requiring the defendant to complete his contractual obligations.

2. Injunction – court order that either refrains a person from carrying out a particular activity (prohibitory) or requires him to do something (mandatory). For example: freezing and search orders.

3. Rescission – right to set aside a contract so the parties would return to their pre-contractual positions.

4. Rectification – court order to correct any wording of a contract which is contrary to the parties’ intentions when making the contract.

5. Account – generally requires the wrongdoer to account for any misplaced money due to debt, bribery, profits for unauthorised use of information, etc.

Escrow

Money or a written instrument such as a deed or other valuables that is held by a neutral third party (often known as escrow agent). The escrow agent then holds the item(s) for eventual distribution to a specific party when certain predefined conditions are met.

In the sale of intellectual property, the item involved can be intangible assets such as such as software or designs. The escrow agent will then hold that asset safely, receiving specific instructions about when, how, and to whom the deposit materials should eventually be released.

Estoppel

Estoppel can mean several things, but the most common arises in a situation where one person makes it clear to another that they won't enforce their strict legal rights (e.g. won't sue one party for breach of contract), and in reliance on that the other party changes their position (e.g. continues to breach the contract as they thought the other party did not mind). In that situation, the party who made it clear that they would not sue cannot change their mind if the other party has relied that representation.

Another other common situation is if both parties deal with each other on the basis of an assumption that certain facts are true, for instance entering an agreement on that basis, each will be denied from later claiming that they thought the facts weren't true.

Exclusive / non-exclusive territory / jurisdiction

A clause in a commercial agreement providing that only the courts in one country or jurisdiction – such as Scotland, or England and Wales, or the United States – will be entitled to determine disputes between the parties.

Exclusive / non-exclusive right

An exclusive right refers to an agreement under which only one person may sell or otherwise use a particular item or permission, often at the exclusion of the person who originally owned it. For example, if Albert agrees to grant an exclusive right to Ben to sell his album, Albert may not sell his album to Charlie directly anymore himself, nor may Albert grant the same right to sell his album to Dennis when he has already given the exclusive right to do so to Charlie.

A non-exclusive right refers to a situation where multiple agents may sell a property.

Executed copy

A contract that has been executed is one where both parties have entirely performed their obligations to each other, as prescribed by the relevant terms of the contract agreed between them.

Definitions

Fiduciary relationship

A relationship of trust and confidence, as between principal and agent, trustee and beneficiary, attorney and client, director and company.

The fiduciary party is under the duty to act in good faith and to the best interests of the other party, without any conflicts of interests or benefits.

Force majeure

Often, an event or effect beyond the control of the parties involved. It includes 'acts of God', such as extreme weather, and acts of man, such as riots, labour strikes or arson. Specific provision is made for damage or injury arising from force majeure in many contracts.

Full title guarantee

AN assurance that the seller has the authority to sell an item, such as property or copyright, and that the item is free from any charges or adverse rights other than those that the seller has previously disclosed to the buyer.

Also see Limited title guarantee.

Terms

Definitions

Get-up

Visual appearance of a product that may require protection as part of ht total image or overall impression created by the product or its packaging in the marketplace.

Guarantee

To pledge or agree to be responsible for another's debt or contractual performance if that other person does not pay or perform. Usually the party receiving the guarantee will first try to collect or obtain performance from the debtor before trying to collect from the party making the guarantee (the guarantor).

Grant

(1) The issuing of a patent by the UK Intellectual Property Office, bestowing an original property right upon the inventor.

(2) The transfer of rights in property (including intellectual property) from the person who holds the title to the property (the grantor) to another person (the grantee). This action constitutes a grant whether or not it involves payment. It is made using a deed or licence, which warrants – guarantees – that the grantor has full title to the property.

See also Quitclaim deed.

Definitions

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Definitions

Implied permission

Permission granted in an indirect manner rather than expressly given. The facts and circumstances surrounding the granting of permission determine whether or not it is considered to have been impliedly given. Implied permission is usually shown by the conduct of the parties over a period of time.

In force

In effect; operative. Usually used when referring to laws.

Indebtedness guarantee

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Inducement letter / agreement

A type of contract that is secondary to another, primary agreement and that protects certain rights and interests covered in the primary contract. In the music business, for instance, a record company may enter into a recording contract with a production company for the services of a recording artist and may ask the artist to sign an inducement letter that is cross-referenced to the recording contract which may stipulate that, should the service company fail to fulfil its contractual obligations, the artists must still deliver its services to the record company.

Injunction

An order issued by a court usually compelling someone actively to do something, or prohibiting a particular act.

Injunctive relief

The granting of an injunction (see injunction, above).

Intangible property

Items that represent value but are not actual, physical objects. Examples include stocks in a company, bonds, bank notes, trade secrets, patents, copyrights and trademarks. Some intangible property may be represented by a certificate or licence that fixes or approximates is value, but other intangible property, such as the goodwill or reputation of a business, are not easily valued or embodied in any instrument. Also see Tangible property.

Intellectual property

Property that derives from the work of the mind or intellect. Creative ideas and expressions of the human mind that have commercial value may receive the legal protection of a property right through such mechanisms as copyrights, patents and trade marks.

Intellectual property rights

The right of control over the copying, distribution and sale of intellectual property that is codified in copyright law. These rights enable owners to select who may access and use their property and to protect it from unauthorised use.

Intestacy

A situation in which a person dies without leaving a valid will. The person is said to die intestate.

Invention

The creation of a new technical idea and of the physical means to accomplish or embody it. To be granted a patent, an invention must be novel, have utility and make a distinct and recognised contribution to the advancement of science.

Definitions

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Definitions

Know-how

Information with technical significance that is not formally recognised as an intellectual property right.

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Definitions

Letter of consent

It is a letter from the owner of a stronger or older trade mark, to another owner of a similar, if not identical, trade mark, consenting to the second owner's use and/or registration of it. However, the letter may also contain conditions, such as disallowing the second owner to use the trade mark on the same goods as the older trademark is used on.

Libel

The publication or broadcast of an untruth about a person that will harm their reputation by fostering the ridicule, hatred, scorn or contempt of others. Libel is distinguished from slander, which is oral defamation (see Defamation). The person or entity committing the libel, such as a newspaper, magazine or political organisation, becomes open to legal action for damages if the target of the libel can prove that their reputation has suffered as a result of the publication.

License

Legal agreement granting a person (the licensee) permission to use a work for certain purposes or under certain conditions. Intellectual property rights can be bought, sold and transferred by granting a licence. A licence does not constitute a change in ownership of the copyright, but it grants limited and specified rights to use intellectual property.

Lien

It is a right to hold onto property or funds until a debt is paid off. If the debtor is unable to pay, the property can be sold off to satisfy the debt. An example is a mortgage. The lien is usually in the form of a legal document, signed by the person to whom the money is owed, as well as by the debtor on occasion, who agrees to the amount that is due.

Likeness

A similarity in appearance, character or nature between persons or things.

Limited title guarantee

The guarantee a seller gives to a buyer where the seller has limited knowledge of the property that they are selling and therefore cannot give an unqualified guarantee (full title guarantee) that the property is not subject to any financial charges and that no others have any rights over the property. Limited title guarantee normally guarantees only that the seller has not created any charge or right over the property since it was valued and is not aware of anyone else having done so.

Also see Full title guarantee.

Definitions

Mask works

Mask works are usually used to protect the design of a technical object, such as a semi-conductor, by protecting the 2D or 3D images that set out the design. This image, which sets out the design, can then have IP rights attached to it.

The actual right that can be attached to the image will depend on the individual circumstances, but either Copyright, Design rights or even Patents apply in some cases.

Once there is a right attached to the design of the object, the owner will have the right to choose who is allowed to use the design and can put limitations on how that design is used. The owner will also have a right to bring an action against another person who uses the design he has protected without his consent.

Material breach

A failure to perform a contractual obligation, one which the parties consider an important term of the contract, so serious that it destroys the value of the contract and defeats the purpose of the parties in making the contract. In some situations, the party that has not committed the breach (the innocent party) may have the right to treat the contract as being at an end.

Mediation

A process by which a professionally trained mediator (neutral third party) helps parties in dispute to work out their own mutually agreeable solution.

Misrepresentation

The act of making a false or misleading statement on which another party relies.

Moral rights

The author of a copyright work retains certain rights over a work even after sale or transfer of the work’s copyright. They include:

- the right of an author to receive credit as the author of a work, to prevent others from falsely being named author, and to prevent the use of his name for works he did not create;

- the right of an author to prevent mutilation of a work; and

- the right of an author to withdraw a work from public access if it has come to endanger their reputation or honour due to a modification.

Definitions

Negligence

The failure to perform an act that a reasonable person, guided by ordinary considerations, would do or the doing of an act that a reasonable person, exercising ordinary care, would not do under similar circumstances.

Non-disclosure agreement

A contract that is used when the parties wish to share certain sensitive or confidential information with one another, but wish that information to remain undisclosed to other parties.  It is often used to protect the confidentiality of products that are in development.  See Confidentiality Agreement.

Non-solicitation clause

A contract clause in which one party promises not to solicit or entice employees away from the other.  It is often used to prevent a person from obtaining business from the customers of their current or former employer, and is usually limited to a specified period of time.

Notice to terminate

A formal notification that the contract is to be terminated after a period specified in the contract or the notice itself.

Notice, actual and constructive

A person is considered to have actual notice of anything they actually know and constructive notice of anything they ought reasonably to know, for instance, any fact that would have come to light if they had made proper enquiries and searches.

Novation

The substitution of one of the parties to a contract by another person, which releases the obligation of the former party and imposes it on the new one.  Novation can also mean the substitution of an existing contract by a new one between the same parties.

Definitions

Obligation of confidence

The duty not to make public or known to a third party some secret or private information that was expressly or impliedly imparted under a relationship of confidence.

Offer

A promise to do something or refrain from doing something which can be capable of leading to a legally binding contract if it is accepted by the other side.  An offer can be withdrawn or revoked before its acceptance by the other party.

Terms

Definitions

Patent

The grant of an exclusive right to exploit an invention i.e. to use it and benefit from it.  In order to obtain a patent the inventor must show that the invention is new, is not obvious and is capable of industrial application.  Applications for a patent usually accompanied by specifications must be made to the UK Intelletual Property Office.  It should be noted that a patent granted by the UK Intelletual Property Office only protects the invention in the United Kingdom; if the inventor wishes protection in other countries, he needs to obtain patents from each jurisdiction or from the European Patent Office.

Perfect a title

To do whatever is required by contract or law to create a title (legally recognises rights to the possession and ownership of property) that is free of encumbrances and other objections by third parties.  The result is a 'good' title that will legally be fully accepted and unchallengeable.

Performance of duty

To carry out what is required by a contract.  Performance completes the contractual duty and completes the contract, if both parties have done what is required.

Permission

If an individual permits a certain thing to be done, it means that he gives his permission for it to be done and he knows what exactly is to be done or is being done. Therefore "permission" connotes the authorisation to do something. It is effectively the right to refuse or to consent to a proposed course of action. A party to the contract who wishes to carry out a proposed course of action must first seek permission from the relevant person under the contract, in order to ensure that his proposed course of action is undertaken lawfully.

Permitted assignee

A person who has had rights and liabilities legally transferred to him. The creator of a work transfers his obligations and rights over to that person who is then free to use that material as if he were the creator. However he must also observe and perform any obligations that the creator had regarding the material. Thus if Jane assigns her rights to her novel to her publisher, her publisher obtains the right to print copies of Jane's novel but at the same time the publisher acquires Jane's obligation that her novel is not obscene.

Personal guarantee

Promise made by a person which obligates him/her to personally repay debts another party defaults on, such as those given by a company director over the debts of their company.

Personality right

Combination of rights owned by a person to exploit his or her image and consequently to sue any party for any unauthorised exploitation of that image.

Plant variety rights

A form of intellectual property designed to protect new varieties of plants in a similar fashion to a patent.  Also sometimes know as plant breeders' rights and governed by the Plant Varieties Act 1997.

Primary obligor

The party directly responsible for making interest and principal payments for an outstanding obligation.

Provision, recapture and turnaround

A recapture provision allows an author who has transferred or assigned rights to their work to terminate this transfer of their rights and reclaim them in circumstances stipulated in the contract.  A turnaround provision is a form of recapture provision in which the copyright (for instance in a screenplay) reverts to the author if the producer does not start, or succeed in, making a film within a specified period of time; the author can then allow someone else to try to make the work into a film.

Publicity rights

A collection of rights held by individuals enabling them to control the commercial use of their identity and persona, such as name, voice, signature, photograph and likeness.

Definitions

Quitclaim

A deed that transfers whatever ownership interest the transferor has in a particular property.

Definitions

Reassignment of rights

The transfer of ownership of rights to a new party.

Registered design

Under the Trade Marks Act 1994, any sign which is capable of being represented graphically and is capable of distinguishing goods and services of one business from those of another may be a registered trade or service mark subject to certain exceptions including resemblance to existing marks.  Such signs include brands, names, designs, titles, and shapes of good or packaging.  The applicant must specify one or more of the 42 classes of goods or services in which the mark is to be used.

Release of rights

Waiver, extinguishment or withdrawal of a previous right.

Revocation proceedings

Legal procedure that allows a person to try to remove a registered trade mark from the UK register because they think that the trade mark has not been used in its entirety or has been used for only some of the goods and services it covers.  The person who starts the proceedings becomes the applicant in the case.

Rights

1. Title to or an interest in any property.

2. Any other interest or privilege recognized and protected by law.

3. Freedom to exercise any power conferred by law.

Rights in design

See Design Rights

Royalty

A sum payable by a third party to the rightsholder for the right to use their property for the purpose of gain.  Royalties are paid generally for the licensing of interllectual property.

Terms

Definitions

Service Mark

A word, phrase, logo, symbol, colour, sound or smell used by business to identify a service and distinguish it from those of its competitors.  If the business uses the name or logo to identify a product such as a camera, it is called a trademark.  In practice, the legal protections for trademarks and service marks are identical.

Set-off counterclaim

A monetary cross-claim that is also a defence to a claim made in the action by the claimant.  IN modern practice, any claim by a defendant to a sum of money that is also used as a defence may be set-off against the claimant’s claim.  A counterclaim arises principally in relation to costs when both parties are successful.

Solvent amalgamation

Solvent Amalgamation occurs when two or more companies, all of whom are able to pay everyone they owe money to, join together to become a new company.

After they have joined, the original companies no longer exist, and the new company possesses their combined assets, debts and capabilities. Ownership of the new company is divided between the owners of the original companies in proportion to the relative values of the original companies before amalgamation.

Statute

The written law approved by Parliament.

Successor in title

A person who takes over the rights of another.  Rights can be passed by inheritance, gift or sale, and may be passed to an individual, partnership or corporation.

Supplementary protection certificate (SPC)

A type of right available for medicinal products e.g. Drugs, and plant protection products e.g. Pesticides.  The certificate lasts for a maximum of five years.  It comes into force only after the corresponding patent has expired.  It is not an extension of a patent as different standards are applied when granting an SPC.  Applications for SPCs must be filed on a country-by-country basis.  An SPC has effect only in the EU Member State in which it was granted.

Definitions

Tangible property

Physical articles, as distinguished from intangible assets such as rights, patents, copyrights and franchises. Examples include furniture, cars, jewellery and artwork. The law is presently undecided as to whether computer data is tangible personal property. Also see Intangible property.

Term

A word, phrase or provision of importance, particularly in determining the nature and scope of an agreement.

Trademark

A distinctive mark, symbol, name, word, motto or device affixed to goods for sale to identify the manufacturer as the source of the product. Trademarks can be registered with the UK Intelletual Property Office to prove use and ownership. Infringement occurs through the use of another's trademark or of one that is similar. This can form the basis for legal action.

Trade name

A name of a business or one of its products that identifies the product as belonging to the business. A trade name belongs to the first business to use it, and the identification and reputation give it value and the right to protect the trade name against its use by others.

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Warranty

A written statement attesting to a particular state of affairs, such as the good quality of merchandise, clear title to real estate or that a fact stated in a contract is true. An "express warranty" is a definite written statement, while "implied warranty" is based on the circumstances surrounding the creation of the contract.

Definitions

There are no terms in this section.

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There are no terms in this section.

Definitions

There are no terms in this section.