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Clickdocs legal glossary
Category: Business and Law
Date & country: 11/11/2007, UK
Words: 261


Idem
The Latin term 'Idem' means, in a UK legal context: 'the same person or thing'.

Implied Terms
The seller of goods and services must give certain implied terms. For goods these are satisfactory quality, fitness for purpose, conformity with sample or description and the right to sell the goods. Such implied terms can be excluded or restricted except where the law prohibits it. It is not normally possible to reduce the statutory legal protection of consumers.

In camera
The Latin term 'In camera' means, in a UK legal context: 'in private'.

In delicto
The Latin term 'In delicto' means, in a UK legal context: 'at fault'.

In esse
The Latin term 'In esse' means, in a UK legal context: 'in existence'.

In extenso
The Latin term 'In extenso' means, in a UK legal context: 'at full length'.

In futuro
The Latin term 'In futuro' means, in a UK legal context: 'in the future'.

In limine
The Latin term 'In limine' means, in a UK legal context: 'at the outset, on the threshold'.

In loco parentis
The Latin term 'In loco parentis' means, in a UK legal context: 'in place of the parent'.

In omnibus
The Latin term 'In omnibus' means, in a UK legal context: 'in every respect'.

In pleno
The Latin term 'In pleno' means, in a UK legal context: 'in full'.

In situ
The Latin term 'In situ' means, in a UK legal context: 'in its place'.

In Solidum
Latin term meaning for the whole. Where there are several co-obligants bound 'in solidum', each is liable in full payment or performance, and the creditor may choose which of the obligants he will sue. Every person whose name appears on a bill, whether as acceptor or endorser, is liable in full payment of its contents although he may after payment do diligence against the others for relief. Those who in a joint obligation are not bound for the whole but only for their share are said to be liable 'pro rata'.

In terrorem
The Latin term 'In terrorem' means, in a UK legal context: 'as a warning or deterrent'.

Incorporation
A company is a separate legal entity governed by the Companies Act, which conducts activities on its own behalf and is distinct from the persons who own and control it. The proprietors control the company but their liability in relation to the company is limited. Incorporation is the process by which the company is entered on the register at Companies Registry and thereby comes into existence as a separate legal person. A certificate of Incorporation will be sent to the company by Companies Registry on first incorporation and on any change of name.

Indemnity
An agreement by one party that he will pay to another the amount of liability which may be suffered by the second party is known as Indemnity.

Indicia
The Latin term 'Indicia' means, in a UK legal context: 'marks, signs'.

Industrial Tribunal
Industrial Tribunals were introduced in 1964 and have powers to hear unfair dismissal, discrimination and other cases in relation to statutory employment rights as well as some breach of contract actions. An industrial tribunal usually consists of three people - a lawyer (the chairman), one individual nominated by an employer association and another by the TUC or a TUC- affiliated union. Most cases must be brought within three months of the complained of event.

Insolvency
Insolvency means being unable to pay your debts. For a company, this essentially means that there is a deficit in your balance sheet; your tangible assets are less than your liabilities, and your business does not generate sufficient surplus revenue to fill the gap. If you have surplus assets in your balance sheet but are making losses, you become insolvent when the losses will consume the surplus assets. Solvency is measured in the context of voluntary winding-up and similar procedures when the directors can declare that the company will be able to pay its debts as they fall due for the next twelve months.

Intellectual Property
Intellectual Property is the term given to various forms of protection against infringement by unlawful copying, reproduction or other forms of 'theft' of intangible aspects of a product, service or business. Creativity may be protected by patents, appearance by designs and copyright, and reputation by trade or service marks.

Inter alia
The Latin term 'Inter alia' means, in a UK legal context: 'amongst other things'.

Interium
The Latin term 'Interium' means, in a UK legal context: 'temporary, in the meanwhile'.

Intestacy
The state of dying intestate i.e. without having made a valid will. This may be because the testator failed to make a will at all; or because his will does not make any effective disposition of property (total intestacy); or because his will effectively disposes of some, but not all, of his property (partial intestacy). The distribution of the intestate estate is done according to detailed rules.

Ipsissima verba
The Latin term 'Ipsissima verba' means, in a UK legal context: 'the very words of a speaker'.

Ipso facto
The Latin term 'Ipso facto' means, in a UK legal context: 'by that very fact'.

Issued Shares
Under the Companies Act 1985 shares may be issued by the company to shareholders in return for cash or other value equal to or greater than its nominal value. The authorised share capital shows the number and nominal value of shares that are available to be issued. The issued share capital refers to shares that have been allotted and issued and held by shareholders. Not all of the authorised share capital needs to be issued. When shares are issued the person subscribing must pay cash or equivalent value of at least the nominal amount. Where the share is worth more than its nominal amount the excess is treated as a share premium.

Joint and Several Liability
Where two or more people enter into an obligation such as a guarantee together, joint and several liability means that the lender or creditor can recover the whole indebtedness from any one of them. They are then left to sort out their respective contributions between themselves.

Joint Venture
When two independent businesses wish to combine forces in a business project, they may form a joint venture to operate the new project as a separate enterprise. This can take the form of a simple contractual arrangement, a partnership or a joint venture company.

Joint Venture Agreement
When two independent businesses wish to combine forces in a business project, they may form a joint venture to operate the new project as a separate enterprise. This can take the form of a simple contractual arrangement, a partnership or a joint venture company.

Jurisdiction
Jurisdiction is the power of a court or judge to entertain an action, petition or other proceeding. When a proceeding in respect of a certain subject matter can only be brought in one court, that court is said to have exclusive jurisdiction; when it can be brought in any one of several courts, they are said to have concurrent jurisdiction. Jurisdiction also signifies the district or geographical limits within which the judgements or orders of a court can be enforced or executed.

Jus
The Latin term 'Jus' means, in a UK legal context: 'a right that is recognised in law'.

Jus naturale
The Latin term 'Jus naturale' means, in a UK legal context: 'natural justice'.

Know-How
Know-how as a term often covers matters such as new product plans, costings, materials, production information, financial status, accountancy information, consumer lists and business information. If such information is particularly sensitive, it may constitute a genuine trade secret where the law will imply obligation upon employees and ex-employees to prevent disclosure. Most other forms of know-how and confidential information can only be restricted, other than during employment, by means of a valid confidentiality undertaking or confidentiality agreement.

Landlord
A person firm or company which grants a lease or licence to a tenant and is accordingly responsible for the landlord's obligations under the lease. The landlord may be the owner of the freehold or a leasehold interest that permits him to underlet. now-how as a term often covers matters such as new product plans, costings, materials, production information, financial status, accountancy information, consumer lists and business information. If such information is particularly sensitive, it may constitute a genuine trade secret where the law will imply obligation upon employees and ex-employees to prevent disclosure. Most other forms of know-how and confidential information can only be restricted, other than during employment, by means of a valid confidentiality undertaking or confidentiality agreement.

Legacy
A gift or personal property in a will (to a legatee). A legacy may be: (1) specific (a gift of a specified thing e.g. 'my gold wedding ring'); (2) demonstrative (a gift, in its nature general, directed to be satisfied or paid out of a specified fund or specified part of the testator`s property e.g '£1000 out of my deposit account with Barclays'); (3) general ( a bequest which does not identify specifically the thing bequethed e.g. 'a horse to X and a gold watch to Y'. The subject matter of a general legacy need not form part of the testator`s assets at the time of his death; (4) pecuniary (a sum of money but a annuity is also included); (5) residuary (i.e. the residue of a personal estate); (6) contingent (e.g. 'to X on her entering university').

Licence
A licence is an agreement that allows the licensee to do an act which would otherwise be the exclusive right of the licensor. Licensing-out is commonly engaged in by companies without the resources fully to commercialise their Intellectual Property Rights (IPR). Larger companies may conversely licence-in assisting others in developing their products incorporating the IPR through their financial resources, experience, market presence etc. A licence may be exclusive (only the licensee can exploit the IPR) sole (where both the licensor and the licensee can use the IPR) or non-exclusive (where the licensor can appoint other licensees). The licence major may not include the right to the licence to grant sub-licences to others within the territory.

Limited Company
All companies have limited liability except for those incorporated as unlimited companies. The latter are rarely encountered and tend only to be used to serve specific tax or accounting arrangements.

Limited Liability
Shareholders in a limited company are only liable to third parties to the limit of their shareholding. Other participants e.g. directors would not normally have any personal liability except with respect to creditors where there has been wrongful or fraudulent trading or when personal guarantees or other such undertakings have been given by directors or others.

Liquidation
The process by which a company dies. Under Part IV of the Insolvency Act 1986, there are three separate procedures - a member's voluntary winding up where a company is solvent, a creditors' voluntary winding up for insolvent companies and a compulsory winding up by the court. Once the process starts the company is administered by a liquidator who disposes of all assets, and distributes the proceeds to creditors and any remainder to shareholders. When the liquidation process is complete, the company is struck off the Companies Register and ceases to exist.

Liquidator
Under the Insolvency Act 1986, the liquidator is the person, other than the Official Receiver, responsible for dealing with the winding up of a company.

Living Will
A living will, also known as an 'advance directive' is a document which usually takes the form of a written statement setting out in advance what types of medical treatment the maker of the will does or does not desire to receive in specific circumstances should he be incapable of giving or refusing consent. A living will must be signed whilst the maker is mentally competent.

Locus in quo
The Latin term 'Locus in quo' means, in a UK legal context: 'scene of the event'.

Magnum opus
The Latin term 'Magnum opus' means, in a UK legal context: 'a great work of literature'.

Mala fides
The Latin term 'Mala fides' means, in a UK legal context: 'bad faith'.

Memorandum of Association
The Memorandum of Association is the first constitutional document of a company containing fundamentals such as the name, the company's objects and powers, and its original share capital. In the past companies could avoid activities which fell outside their express powers as shown in the Memorandum (the 'ultra vires' doctrine). This rule no longer applies, at least for third parties dealing with the company. The Articles of Association contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues. It is commonly based on Table A.

Mens rea
The Latin term 'Mens rea' means, in a UK legal context: 'guilty state of mind'.

Minority Shareholder
A shareholder holding less than 50% of the voting rights attached to the equity and accordingly subject to the control of another shareholder or group of shareholders with the majority. There is a further 25% threshold below which the minority can prevent special resolutions being passed.

Minutes
A written record of the proceedings of director's or shareholder's meetings. Usually a summary of the discussion at meetings and a record of formal resolutions passed. The minutes of a meeting are usually prepared by the secretary and then presented and approved at the next meeting and signed by the chairman. The completed minutes are prima facie (but not conclusive) evidence of the proceedings of the meetings.

mutatis mutandis
Latin term meaning things being changed which are to be changed. This phrase and the use of it may best be explained by an example. A proprietor of an estate fues his lands, and the feu contracts all contain the same general clauses, the same obligations on the feuars and confer the same rights. In such a case two of the feu charters are said to be the same mutatis mutandis, that is, they are the same, if (or when) the name of the disponee, the particular description of the lands feued, and other such-like particulars which are peculiar to each, are changed.

National Insurance Contributions
National Insurance Contributions (NICs) must be paid by employers and employees. They are collected through the 'pay as you earn' (PAYE) income tax collection system. The employer must make appropriate deductions from earnings and make payments of both his and his employees' contributions each month.

Nemo datquod non habet
The Latin term 'Nemo dat quod non habet' means, in a UK legal context: 'no one can give a better title than he has'.

Nexus
The Latin term 'Nexus' means, in a UK legal context: 'connection'.

Nisi
The Latin term 'Nisi' means, in a UK legal context: 'unless'.

Nominal Value
Under the Companies Act 1985 shares may be issued by the company to shareholders in return for cash or other value equal to or greater than its nominal value. Shares in the authorised share capital are available to be issued. The issued share capital refers to shares which have been allotted and issued and held by shareholders. Not all of the authorised share capital needs to be issued. When shares are issued the person subscribing must pay cash or equivalent value of at least the nominal amount. Where the share is worth more than its nominal amount, a premium may also be paid.

Non compus mentis
The Latin term 'Non compus mentis' means, in a UK legal context: 'not of sound mind and understanding'.

Non constat
The Latin term 'Non constat' means, in a UK legal context: 'it is not certain'.

Non est factum
The Latin term 'Non est factum' means, in a UK legal context: 'it is not his deed'.

Non sequitur
The Latin term 'Non sequitur' means, in a UK legal context: 'an inconsistent statement, it does not follow'.

Non-Executive Director
A director who is not an employee of the company and who only dictates part of his available time to the company is known as a non-executive director. Usually a person with particular experience or skills who holds a seat on the board to exercise a steadying influence on board decisions. His legal obligations to the company and creditors of skill and honesty are the same as those of an executive director.

Obligations of Confidentiality
Where information is original and not publicly known, it may be considered to be confidential information. If you need to disclose it to another, an obligation of confidentiality must be imposed on the recipient (preferably by way of written agreement) - this will allow you legal remedies against the recipient if the obligation is broken. In certain circumstances, where trust is implicit in an arrangement (e.g. between a client and a professional advisor) that obligation may be implied even where there is no written agreement. With employees, implied obligations of confidentiality apply during employment - post employment restrictions in relation to confidential information should generally be expressly agreed in writing, preferably in the employment contract.

Onus probandi
The Latin term 'Onus probandi' means, in a UK legal context: 'burden of proof'.

Ordinary Resolution
A resolution passed by a simple majority of members present at a general meeting of a company is known as an Ordinary Resolution.

Ordinary Shares
A share entitling its holder to a dividend, if any, after the payment of the fixed dividend in respect of preference shares. Ordinary shares carry the residual economic value of a company. They carry rights to distribution of profits through dividends, to the surplus assets of a company on a winding up and to votes at general meetings of the company. resolution passed by a simple majority of members present at a general meeting of a company is known as an Ordinary Resolution.

Orse
The Latin term 'Orse' means, in a UK legal context: 'otherwise'.

Par delictum
The Latin term 'Par delictum' means, in a UK legal context: 'equal fault'.

Parent Company
A company may own one or more other companies which are its subsidiaries. The relationship between parent and subsidiary depends on majority control of the voting rights of shares or the ability to appoint the majority of directors. The precise definitionof a parent company is in section 736 of the Companies Act 1985.

Pari passu
The Latin term 'Pari passu' means, in a UK legal context: 'on an equal footing'.

Partly-Paid
When a share is issued, the person applying for it must pay to the company, in cash or equivalent value, the amount of its nominal value together with any premium required by the company. Shares are fully paid when the whole amount has been received by the company (or exceptionally when the shareholder has given an undertaking to pay the whole amount). Shares may also be issued on the basis that only part of their price is to be paid at the outset (hence partly-paid) with the remainder being required when called for by the company.

Partnership
Under the Partnership Act 1890 a partnership is a business, which is not a limited company, carried on by two or more persons, whether or not on an equal sharing basis, with a view to profit. A partnership is regulated by a partnership agreement which sets out the duties and responsibilities of the partners during the subsistence of the partnership and also upon its dissolution.

Passing Off
When a trade or service mark is not registrable it may still be entitled to certain protection, i.e. a passing-off action. Passing off is available where there is a prospect of confusion of identity through the unauthorised use of similar marks or get up, and such use damages, or is likely to damage the goodwill and reputation of a business. Unregistered marks and passing off can apply to virtually any name, mark, logo or get-up which distinguishes a company, business, product or service.

Patent
A patent is granted under the Patents Act 1977 by the Patent Office to the owner or owners of an invention (the patentee) which is novel, inventive and capable of industrial application. It can cover machines, products and processes. It gives the owner the exclusive right for 20 years from application to make, use, sell, import or licence the invention that is the subject of the patent.

Pay As You Earn (PAYE)
Employees pay Schedule E income tax and the employer is responsible for deducting the tax due (in accordance with the employee's allocated tax code) and paying it to the Inland Revenue. Certain PAYE records must be kept by the employer for the benefit of the Inland Revenue.

Pension Scheme
Under the Pension Schemes Act 1993, an employer can contract out of the SERPs element of the state pension scheme (hence qualifying for contracted-out rebate on National Insurance Contributions) by means of an occupational pension scheme. There are strict rules reLating to occupational pension schemes generally and to contracting out. Benefits under a contracted- out scheme must be at least as good as SERPs benefits and such schemes must attain the 'guaranteed minimum pension'. An occupational pension scheme need not be contracted-out.

Per curiam
The Latin term 'Per curiam' means, in a UK legal context: 'in the opinion of the court'.

Per minas
The Latin term 'Per minas' means, in a UK legal context: 'by means of menaces or threats'.

Per quod
The Latin term 'Per quod' means, in a UK legal context: 'by reason of which'.

Petition
A written application asking for relief or remedy, as in a petition for divorce. A petition is available only where statute or rules of procedure specifically prescribe it as a mode of procedure. Thus, a petition is necessary for applications for administrative orders, winding-up and bankruptcy orders.

Plc
A Plc (Public limited company) is distinct from a private company in that it is designed for wider share ownership and hence the administrative regime is tighter. The company can offer shares to the public and is capable of being listed.

Poll
In relation to a company, a method of voting whereby each member can vote for or against a resolution according to the number of shares which he has. Table A, article 54 states: 'subject to any rights or restrictions attached to any shares ... on a poll every member shall have one vote for every share of which he is the holder.' On a poll votes may be given either personally or by proxy: Table A article 59. A member may appoint more than one proxy to attend on the same occasion.

Post mortem
The Latin term 'Post mortem' means, in a UK legal context: 'after death'.

Pre-emption Rights
Where a company proposes to issue new shares, existing shareholders may have the right to be offered a pro-rata part of the new shares before they are offered to a new shareholder. The rights are contained either in the Articles of Association or imposed by Section 89 Companies Act 1985. These pre-emption rights may be disapplied either generally or in relation to a particular new issue by a provision in the Articles of Association or a special resolution. In relation to sales of existing shares, similar rights require a shareholder wishing to sell shares to offer them first to existing shareholders before being able to transfer to outsiders. These rights are common for private companies and are found in the Articles of Association.

Prima facie
The Latin term 'Prima facie' means, in a UK legal context: 'on the face of it'.

Prima impressionis
The Latin term 'Prima impressionis' means, in a UK legal context: 'on first impression'.

Private Company
Under the Companies Act 1985, companies are incorporated as either private ('limited') or public ('Plc'). They are distinguished by different standards of regulation in the Companies Act 1985 and other legislation. Public companies require a minimum capital investment of £50,000 and are designed for use as more substantial companies with wide share ownership. They may be listed. Private companies are the category which represents the remainder of companies.

Pro hac vice
The Latin term 'Pro hac vice' means, in a UK legal context: 'for this occasion'.

Pro Rata
Latin term meaning proportionally; for a proportion. Where several debtors are each liable for the whole debt, they are said to be liable 'in solidum' but where each is liable for his own share or proportion only, they are said to be bound 'pro rata'. An example of both phrases may be found in the liabilty of partners; each is liable 'in solidum' for the debts of the partnership in relation to creditors, but each is liable only 'pro rata' in relation to between themselves.

Pro tanto
The Latin term 'Pro tanto' means, in a UK legal context: 'so far, to that extent'.

Pro tempore
The Latin term 'Pro tempore' means, in a UK legal context: 'for the time being'.

Proxy
A person appointed by a shareholder to vote for him at a meeting. Any member of a company entitled to attend and vote at a meeting of it is entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him: Companies Act 1985 section 372(1). A proxy appointed to attend and vote instead of a member of a private company also has the same right as a member to speak at the meeting. But unless the Articles of Association otherwise provide, (i) a member of a private company is not entitled to appoint more than one proxy to attend on the same occasion; and (ii) a proxy is not entitled to vote except on a poll.

Public Company
Under the Companies Act 1985, companies are incorporated as either private ('limited') or public ('Plc'). They are distinguished by different standards of regulation in the Companies Act 1985 and other legislation. Public companies require a minimum capital investment of £50,000 and are designed for use as more substantial companies with wide share ownership. A public company may be listed. Private companies are the category which represents the remainder of companies.

Publici juris
The Latin term 'Publici juris' means, in a UK legal context: 'of public right'.

Quaeitur
The Latin term 'Quaeitur' means, in a UK legal context: 'the question is raised'.

Quaere
The Latin term 'Quaere' means, in a UK legal context: 'consider whether it is correct'.

Quantum
The Latin term 'Quantum' means, in a UK legal context: 'how much, an amount'.

Quid pro quo
The Latin term 'Quid pro quo' means, in a UK legal context: 'consideration, something for something'.

Quiet Enjoyment
Implied obligations of a landlord that a tenant's peaceful enjoyment of the premises shall not be interfered with by the landlord or by any person who claims under him. 'Quiet' is not restricted to an absence of noise; it has been interpreted as 'uninterrupted'. The Tenant's remedies for breach of his/her quiet enjoyment are damages and injunction.

Quorum
The number of shareholders or directors at board meetings who must be present at a meeting to allow proceedings to be validly and effectively conducted. The quorum required for a meeting of a company's shareholders and directors is usually two persons present in person or for shareholder's meetings by proxy. The quorum can be varied to suit particular needs and the requirements are contained in the Articles of Association. Any resolutions passed at a meeting without the required quorum are invalid, but may be notified at a subsequent quorate meeting.

Re
The Latin term 'Re' means, in a UK legal context: 'in the matter of'.

Ready-Made Company
A ready-made company is formed by company registration agents and can be transferred to a person wishing to use a company. The company will have carried on no activities and can be taken over by changing the directors and the secretary (and usually the name).

Receivership
Under Part III of the Insolvency Act 1986, a receiver is appointed by a lender with a charge or mortgage over the company's assets (usually the bank) who, in consequence, of failure to receive payment, wishes the receiver to sell the assets (of the company in receivership) to produce funds to repay the debt.