A plain-English glossary of UK commercial legal terms used throughout Hayhills Advisory work. This page is updated periodically; it is general information, not legal advice.
UK Commercial Legal Terms
Adjudication
A statutory fast-track dispute process under the UK Housing Grants, Construction and Regeneration Act 1996, producing a binding decision typically within 28 days.
Articles of Association
The internal rulebook of a UK company governing decision-making, share rights and director powers, filed at Companies House.
Assignment
A transfer of contractual rights (and sometimes obligations) from one party to another, usually requiring notice and often the counterparty’s consent.
Beneficial Owner
The natural person who ultimately owns or controls an entity, distinct from the legal owner of record.
Business Rates
A UK tax on the occupation of non-domestic property, calculated by reference to the rateable value in the VOA rating list.
Collateral Warranty
A construction contract creating a direct contractual link between a project participant and a third party (such as a funder or tenant).
Companies House
The UK registrar of companies and LLPs, maintaining the public record of incorporated entities in England, Wales, Scotland and Northern Ireland.
Confidentiality Agreement
A contract restricting the use and disclosure of confidential information; also known as a non-disclosure agreement or NDA.
Constructive Dismissal
A UK employment law concept where an employee resigns in response to a fundamental breach by the employer and may bring a tribunal claim.
Dilapidations
A landlord’s claim against a tenant for breach of repair, decoration or reinstatement covenants in a commercial lease, often quantified in a schedule.
Easement
A right over another person’s land, such as a right of way or right of light, that runs with the land.
Force Majeure
A contractual provision excusing performance affected by events beyond a party’s reasonable control; English law has no general doctrine of force majeure.
Heads of Terms
A non-binding summary of the key commercial terms agreed in principle between parties, used to instruct the drafting of a definitive contract.
Indemnity
A contractual promise to make good a specific loss on a pound-for-pound basis, distinct from general damages for breach of contract.
JCT Contract
A standard-form construction contract published by the Joint Contracts Tribunal, widely used on UK building projects.
Lease Renewal (1954 Act)
The statutory right of a qualifying business tenant under Part II of the Landlord and Tenant Act 1954 to renew a tenancy on broadly similar terms.
LLP
A Limited Liability Partnership: a UK corporate body combining partnership flexibility with limited liability for its members, governed by the LLP Act 2000.
Mediation
A confidential, voluntary process in which a neutral mediator helps parties negotiate a settlement; binding only if a signed agreement results.
NEC Contract
A suite of collaborative engineering and construction contracts widely used on UK infrastructure projects.
Payment Notice
A statutory notice under the Construction Act setting out the sum due and basis of calculation in a UK construction contract payment cycle.
Pre-action Protocol
A Civil Procedure Rules protocol setting out steps that prospective parties should take before starting proceedings in the courts of England and Wales.
Restrictive Covenant
A contractual or land-based restriction on activity; in employment law, a post-termination restriction that must be reasonable to be enforceable.
Settlement Agreement
A legally binding agreement under section 203 of the Employment Rights Act 1996 by which an employee waives statutory employment claims in return for agreed terms.
Shareholders’ Agreement
A private contract between some or all shareholders regulating their relationship, transfer of shares, decision-making and exit.
TUPE
The Transfer of Undertakings (Protection of Employment) Regulations 2006, protecting employee terms on a relevant transfer or service provision change.
Without Prejudice
A communication made in a genuine attempt to settle a dispute that, by privilege, cannot be referred to in court as evidence of admissions.
This glossary is provided for general information only and does not constitute legal advice. For advice on a specific matter, please contact Hayhills Advisory.