Commercial Case Studies

Acting for a well-known and respected global company, John Spratt was instructed to advise on the largest contract it had ever entered.  This was a contract to provide services over 15 years, whose value was in the region of a third of a billion pounds.  The customer offered its own substantial and complex contract and working with John’s client team of some 12 people including the Chief Executive and the Finance Director, John advised on necessary amendments to the agreement, and lead the negotiation both by e-mail and in meetings with the solicitors in the City of London appointed by the customer.

John recalls a meeting with his client team in their Head Office immediately before they were to travel across London to the customer’s solicitors for a meeting with them.  John had dealt with the dozen or so items that were on his list of important issues for negotiation, and announced that it was time to leave for the next meeting.  John collected his papers and went to the door and when he looked round no-one was following him and he was left in no doubt that he was to carry the negotiation.  John persuaded two members of the company to accompany him!

The negotiations on this contract were long and hard, going into the small hours of the morning on more than one occasion.

John was successful in negotiating one particular amendment to the contract which has served his clients well concerning price increase for particular reasons associated with a change in the law which was imminent, and which would impact on his client’s costings.

The clients were delighted to have concluded this contract on satisfactory terms.

John Spratt advised a well-known multi-national supplier of specialist goods and services on a long term contract with the organisers of a well-known national bi-annual event.  The challenge here was that the contract had to deal with a complex range of goods and services to be provided by John’s client over four events stretching over eight years.  The contract at the time was the biggest of its type in the world in terms of value.  The total value of the contract was between £15m and £20m.

Working with his client’s group Chairman, John approached the contract in stages.  First, it was important to understand exactly the commercial requirements of both parties, and John did this by carefully analysing the written material they both supplied.  John prepared headline terms of the agreement in order to obtain approval for the approach from both parties, and then proceeded by meetings with both his clients and subsequently the customer, to develop the contract, which turned out to be quite lengthy, followed by some 17 complex schedules, to the point where it was capable of detailed approval.

The customer was happy to rely upon John’s drafting, and John’s input into the agreement based on principles agreed between John’s client and the customer.

The result of this work was very satisfying.  The contract has now been tested, and John’s clients and the customer are content with it.  John was very proud to be invited as his client’s guest at the first event covered by the contract, the day before the event itself opened to the public.

Acting for a major national distributor of car motor parts, John Spratt received instructions just before Christmas to advise on his client’s acquisition of all the intellectual property rights in a name famous in the motor industry.  The challenge here was that the Seller was a company based in the USA, and the agreement which the Seller required was to be governed by US law.  A further problem was that the whole issue was extremely urgent.  John reviewed the terms offered to his clients and advised on amendments and further protections, and negotiated this agreement successfully to a conclusion as a matter of urgency over the Christmas holiday. 

John identified and instructed a firm of US lawyers to review his advice to make sure that there were no issues of US law which should be taken into account and which of course John would have been unaware of. 

He recalls being on the telephone a great deal often at unsociable hours with his opposite number for the customer, and that finally they successfully completed the transaction after many long telephone calls interspersed between Christmas festivities!  The whole transaction was completed in a matter of days.

Acting for a globally known and respected company, John Spratt received urgent instructions to advise on the possibility of their being able to recover a bad debt from a well-known retailer in administration.  The problem was that John’s advice to the client had to be that the Administrator was not in a position to pay the debt of any creditor from the company’s assets except (a) pro-rata with all other unsecured creditors at the end of the debtor company’s insolvency process or (b) if the payment was necessary in all the circumstances in order to maintain the business of the company in administration under his management pending a possible sale.

Working closely with his client’s management team, and having enlisted the help of a colleague in the insolvency profession, and also with the help of John’s Partner Hitendra Patel, John was able to negotiate and draft an agreement with the Administrator that he would pay the whole of his client’s substantial debt rather than face the consequence of their withdrawing their services from the company in administration. This work was done largely over one weekend, with frequent written communications and many telephone calls.

John’s clients were delighted with a wholly successful outcome, which seemed at the beginning to have been against the odds.

Catherine O'Riordan advised a substantial company on its obligations under the Data Protection Act 1998.  The company particularly needed guidance on the appropriate wording to be used on its credit account application documents and on the order forms enclosed with its hard copy catalogues. 

This involved a careful analysis of precisely which individuals the company might wish to credit-check and from whom prior consent would need to be obtained: these might include, for example, directors and guarantors (who could be directors’ spouses) of an applicant company, individual partners of a partnership and sole traders. 

Catherine prepared a form of Data Protection Act consent to be signed by those individuals and amended the company’s existing credit application form to cross-refer to the consent.  Catherine also made changes to the company’s order form to make it clear that anyone wishing to apply for a credit account would be required to sign a Data Protection Act consent.

The work had to be done within a tight timescale because the company was operating to a printing deadline.

Catherine O'Riordan deals with company secretarial work for a number of organisations, both voluntary and profit-making.  This can vary from routine updating of statutory registers and submission of annual returns to rather more substantial projects, for example the transfer of the assets of an unincorporated charity or members’ club to a newly formed company limited by guarantee or the wholesale updating of a company’s constitution. 

Timing is always key: deadlines may be dictated by a client’s internal requirements or by external bodies such as Companies House, but with access to the firm’s comprehensive suite of standard documents and electronic filing resources, those constraints can be managed easily and cost-effectively.