bluuebunny/crossref_metadata_2025 huggingface dataset:
Prediction of major arrhythmic outcomes in ischaemic cardiomyopathy: value of hibernating myocardium in positron emission tomography/computed tomography
Authors: Kovacs Boldizsar , Gllareva Valon , Ruschitzka Frank , Duru Firat , Kaufmann Philipp A , Buechel Ronny R , Benz Dominik C , Saguner Ardan M
Published: August 2024

Aims

Known predictors of major arrhythmic events (MAEs) in patients with ischaemic cardiomyopathy (ICM) include previous MAE and left ventricular ejection fraction (LVEF) ≤ 35%. Myocardial scars detected by perfusion imaging in ICM have been linked to MAE, but the prognostic significance of hibernating myocardium (HM) is unclear. The objective was to predict MAEs from combined 13N-ammonia (NH3) and 18F-fluorodeoxyglucose (FDG) positron emission tomography/computed tomography (PET/CT) in ICM.

Methods and results

Consecutive patients with ICM undergoing combined NH3- and FDG-PET/CT were included. HM was quantified in relation to total left ventricular myocardium (i.e. ≥7% is large). The primary outcome was MAEs [sudden cardiac death, implantable cardioverter defibrillator (ICD) therapy, and sustained ventricular tachycardia/fibrillation].

Among 254 patients, median baseline LVEF was 35% [interquartile range (IQR) 28–45] and 10% had an ICD. PET/CT identified ischaemia in 94 (37%), scar in 229 (90%), and HM in 195 (77%) patients. Over a median follow-up of 5.4 (IQR 2.2–9.5) years, MAE occurred in 34 patients (13%). Large HM was associated with a lower incidence of MAE (hazard ratio 0.31, 95% confidence interval 0.1–0.8, P = 0.001). After multivariate adjustment for history of MAE, LVEF ≤35%, and scar ≥10%, large HM remained significantly associated with a lower incidence of MAE (P = 0.016). LVEF improved over time among patients with large HM (P = 0.006) but did not change in those without (P = 0.610) or small HM (P = 0.240).

Conclusion

HM conveys a lower risk of MAE in patients with ICM. This may be explained by an increase in LVEF when a large extent of HM is present.
Earthquake migration characteristics and triggering mechanisms in the Baihetan Reservoir Area based on machine-learning microseismic detection
Authors: Duan Mengqiao , Zhou Lianqing , Duan Longfei , Li Ziyi , Zhao Cuiping , Zhang Xiaodong
Published: August 2024

The Baihetan Reservoir, the second largest in the world, is located at the intersection of multiple large active fault zones on the eastern boundary of the Sichuan-Yunnan rhombic block. After impoundment on 6 April 2021, many earthquakes occurred around the reservoir area submerged by water. The largest ML 4.7 earthquake in the reservoir area occurred after the water level reached its highest point. But the seismogenic structures and mechanisms of earthquakes in the reservoir area are still unclear. Based on dense array data from the reservoir area, this paper uses the experimental site submodel of USTC-Pickers, transfer learned with ‘DiTing’ data set of China to obtain a high-precision earthquake catalogue that is twice as large as that the manual catalogue. This study show that earthquakes in the reservoir region primarily occur on secondary faults of pre-existing ones, characterized by a prominent feature of high dip angles trending northwest to southeast. Combined with the spatiotemperal migration characteristics of earthquakes and the relationship between earthquakes and water levels, we infer that most earthquakes are rapid response type and may be induced by rapid increase in elastic stress. Only the spatiotemporal distribution image of the ML 3.2 earthquakes sequence in the dam site-Toudaogou section conforms to the law of pore pressure diffusion, and belongs to the fast response type, which may be induced by the poroelasiticity coupling mechanism. The ML 3.0 earthquake swarm with deep depths in the Heishui River section belongs to the delayed response type and may be induced by the poroelasiticity coupling mechanism.
Spurious Rayleigh-wave apparent anisotropy near major structural boundaries: a numerical and theoretical investigation
Authors: Zeng Qicheng , Lin Fan-Chi , Tsai Victor C
Published: August 2024

The recent developments in array-based surface-wave tomography have made it possible to directly measure apparent phase velocities through wave front tracking. While directionally dependent measurements have been used to infer intrinsic $2\psi $ azimuthal anisotropy (with a 180° periodicity), a few studies have also demonstrated strong but spurious $1\psi $ azimuthal anisotropy (360° periodicity) near major structure boundaries particularly for long period surface waves. In such observations, Rayleigh waves propagating in the direction perpendicular to the boundary from the slow to the fast side persistently show a higher apparent velocity compared to waves propagating in the opposite direction. In this study, we conduct numerical and theoretical investigations to explore the effect of scattering on the apparent Rayleigh-wave phase velocity measurement. Using 2-D spectral-element numerical wavefield simulations, we first reproduce the observation that waves propagating in opposite directions show different apparent phase velocities when passing through a major velocity contrast. Based on mode coupling theory and the locked mode approximation, we then investigate the effect of the scattered fundamental-mode Rayleigh wave and body waves interfering with the incident Rayleigh wave separately. We show that scattered fundamental-mode Rayleigh waves, while dominating the scattered wavefield, mostly cause short wavelength apparent phase velocity variations that could only be studied if the station spacing is less than about one tenth of the surface wave wavelength. Scattered body waves, on the other hand, cause longer wavelength velocity variations that correspond to the existing real data observations. Because of the sensitivity of the $1\psi $ apparent anisotropy to velocity contrasts, incorporating such measurements in surface wave tomography could improve the resolution and sharpen the structural boundaries of the inverted model.
Temporal and Spatial Variation of Fault Creep along the Xianshuihe Fault from InSAR Stacking
Authors: Tong Xiaopeng , Chen Shi
Published: August 2024

The left-lateral Xianshuihe fault is a seismically active fault system located at the eastern boundary of the Tibetan Plateau. We analyzed the Sentinel InSAR data from 2014 to 2021 to study the temporal and spatial variation of fault creep along the Xianshuihe fault. We applied the InSAR stacking method and the coherence-based SBAS method to derive the Line-Of-Sight (LOS) velocity map and time-series from both the ascending and descending orbits. We studied both the secular component and the time-dependent component of surface deformation from InSAR. We compare the InSAR-derived velocity maps with the GPS-derived velocity field and found that these two independent measurements are consistent. A 200 km long creeping section is identified along the central segment of the Xianshuihe fault. The surface creep rate is measured to be ranging from 0 to 6 mm yr−1. We combined the elastic dislocation model and the InSAR velocity maps to invert for the geodetic fault slip rate and the aseismic slip distribution in the upper crust. The secular fault creep model shows that most of the Xianshuihe fault is creeping at depth. The time-dependent fault creep model indicates that the maximum aseismic slip rate from Bamei to Kangding accelerated from 30 mm yr−1 to 40 mm yr−1 and then decayed to 5 mm yr−1 from 2014 to 2021. The fully creeping segment of the Xianshuihe fault seems to become a partially locked segment in a short time period (a couple of years). We suspect that the acceleration of fault creep from 2017 to 2019 is linked to dynamic triggering by passing seismic waves or fluid migration. Finally, we compare the temporal variation of fault creep with previous studies and discuss the earthquake hazard implications.
Public Law: Principles to Practice
Authors: Yuratich David
Published: August 2024

Public Law: Principles to Practice begins by looking at the difference between public and private law. Public law is about the relationship between citizens and the state and the various institutions within the state, and includes any aspect of how the state interacts with its citizens. However, the term ‘public law’ is most commonly used to refer to two interconnected areas of law: administrative law and constitutional law. After a general introduction to the subject, the second part of the book focuses on UK constitutional law. Chapters detail topics such as the separation of powers, accountability and Parliament, the rule of law, prerogative powers, devolution, and local government. The next part of the book moves on to consider administrative law. Here, the book examines judicial review, looking at irrationality and proportionality, legitimate expectations, and administrative justice. The last chapter looks at tribunals, ombudsmen, and public inquiries and the book ends with a glossary of terms.
5. The Rule of Law
Authors: Yuratich David
Published: August 2024

This chapter examines the rule of law in the UK, including the importance of using law to control the power of the state. It explores the fact that, beyond the fact that the rule of law means that government must obey the law, there are many different views on what else the rule of law requires. The chapter describes Dicey’s and Lord Bingham’s accounts of the role of the rule of law within the UK constitution. It then discusses the interplay between the rule of law and parliamentary sovereignty before considering its impact on the UK’s constitution.
7. Conventions
Authors: Yuratich David
Published: August 2024

This chapter outlines the significance of conventions and their roles in the constitution. It notes that conventions reflect ideas about the constitution’s operation. Constitutional conventions are behaviours expected to be followed by constitutional actors. The chapter explains that courts will not directly enforce a convention, but they can still use them in their reasoning, and might do that indirectly. The chapter then provides an overview of typical conventions, such as the monarch’s appointment of the Prime Minister, ministerial responsibility to Parliament, and the circumstances in which Parliament must approve the use of military force.
11. Judicial Review on the Ground of Illegality
Authors: Yuratich David
Published: August 2024

This chapter focuses on judicial review on the grounds of illegality. It explains that the ground of ‘illegality’ refers to a decision that is deemed outside the legal powers of the decision-maker. The chapter details the interplay between discretionary powers and the Padfield principle, and describes the various ways in which the principle can be breached, including a simple ultra vires decision, decisions based on irrelevant considerations, using power for an improper purpose, the impact of fettering decision-makers’ discretion, and the improper delegation of discretion. The chapter then describes errors of fact in relation to errors of law, before concluding that illegality is normally about errors of law, not errors of fact.
12. Irrationality and Proportionality
Authors: Yuratich David
Published: August 2024

This chapter discusses the relationship between irrationality and proportionality. It explains irrationality and Wednesbury unreasonableness before covering proportionality and the steps found within the proportionality test. The chapter goes on to describe the relationship between irrationality and proportionality and compares the different tests for each. It discusses whether proportionality is a more structured test than irrationality, and whether it is necessarily more intrusive.
13. Procedural Impropriety
Authors: Yuratich David
Published: August 2024

This chapter describes the key concepts surrounding procedural impropriety, including its aim to promote fairness in administrative decision-making. The chapter describes how decision-makers must follow the relevant statutory procedures to ensure fair decision-making, then sets out the need for decision-making processes to respect natural justice, which includes the right to be heard, and the rule against bias. The chapter goes on to explain how many rules are context dependent and specific to the circumstances of each individual case. It then clarifies that common law will only guarantee what is necessary in the interests of fairness and justice.
14. Legitimate Expectations
Authors: Yuratich David
Published: August 2024

This chapter examines legitimate expectations, how they are formed, and under what circumstances they can be enforced. It explains that, in practice, any legitimate expectations claim will fall into the category of either procedural expectation or substantive claim. The doctrine of legitimate expectations ensures that a public body abides by clear and unequivocal representations that it has made to the claimant. The chapter mentions how the protection of legitimate expectations raises questions about the separation of powers.
2. What Is International Law For?
Authors: Koskenniemi Martti
Published: August 2024

This chapter provides four responses to the question: what is international law for? First, international law seeks to advance the values, interests, and preferences that those in dominant positions seek to realize in the world. Second, it gives voice to those who have been excluded from powerful positions and are regularly treated as the objects of other peoples’ policies; it provides a platform on which claims about violence, injustice, and social deprivation may be made even against the dominant elements. Third, the objective of international law is always also international law itself. Fourth, international law exists as a promise of justice.
6. The Practical Working of the Law of Treaties
Authors: Fitzmaurice Malgosia
Published: August 2024

This chapter examines key structural questions and fundamental problems relating to the law of treaties. These structural matters include: the making of treaties; authority to conclude treaties; expressions of consent to be bound; invalidity; and suspension and termination. The key issues addressed include the scope of legal obligations; interpretation and reservations and problems concerning grounds for termination (supervening impossibility and material breach). The chapter also considers the theory and practice of the law of treaties, with broad analysis of the case law of various international courts and tribunals, particularly that of the International Court of Justice.
10. The Individual and the International Legal System
Authors: Clapham Andrew
Published: August 2024

This chapter examines the role of the individual in the international legal system. It considers the direct rights and obligations of individuals; their capacity to bring international claims; and their ability to participate in the creation, development, and enforcement of international law. It considers the extent to which States may act to claim rights for individuals, and when States may even be obliged to demand diplomatic protection rights on behalf of individuals. It is argued that individuals play a role in how international law develops and that new ideas are demanding a recalibration of the priority which the system gives to the protection of individual dignity over traditional concerns for State sovereignty and respect for dignitaries.
11. Jurisdiction
Authors: Staker Christopher
Published: August 2024

This chapter focuses on the principles of international law that govern the right of States to apply their laws to conduct and events occurring within or outside their own territories; the resolution of disputes arising from overlapping jurisdictional claims; and the problems of enforcing national laws. The discussions cover the meaning of ‘jurisdiction’; the significance of the principles of jurisdiction; doctrinal analysis of jurisdiction; the territorial principle; the national principle; the protective principle; the universal principle; treaty-based extensions of jurisdiction; controversial bases of prescriptive jurisdiction; types of jurisdiction; limitations upon jurisdiction; inadequacies of the traditional approach; and the fundamental principle governing enforcement jurisdiction.
15. The Character and Forms of International Responsibility
Authors: Olleson Simon
Published: August 2024

This chapter begins with an overview of the different forms of responsibility/liability in international law, and then focuses on the general character of State responsibility. The law of State responsibility deals with three general questions: (1) has there been a breach by a State of an international obligation; (2) what are the consequences of the breach in terms of cessation and reparation; and (3) who may seek reparation or otherwise respond to the breach as such, and in what ways? As to the first question, the chapter discusses the constituent elements of attribution and breach, as well as the possible justifications or excuses that may preclude responsibility. The second question concerns the various secondary obligations that arise upon the commission of an internationally wrongful act by a State, and in particular the forms of reparation. The third question concerns issues of invocation of responsibility, including the taking of countermeasures.
18. The Principles and Methods of International Dispute Settlement
Authors: Brabandere Eric De
Published: August 2024

This chapter discusses the principles of international dispute settlement and the various methods available for the peaceful settlement of international disputes. These include diplomatic methods (negotiation, good offices, mediation, inquiry and fact-finding, and conciliation), and legal methods (the jurisdiction of international courts and tribunals, arbitration, and judicial settlement). The chapter also engages with specific regimes of settlement within certain fields of international law such as the law of the sea and international trade law.
24. International Trade Law
Authors: Lang Andrew
Published: August 2024

This chapter examines the multilateral legal framework governing international trade. It seeks to provide the reader with an introduction to the content of the law, its historical context, and its dynamics of evolution over time. It begins with an account of the General Agreement on Tariffs and Trade 1947, from its negotiation immediately after the Second World War to its replacement by the World Trade Organization in the 1990s. Following Ruggie (1982), the chapter argues that the multilateral trade regime during this time had the character of ‘embedded liberalism’, and that it helped to provide an open and stable international economic order suited to the needs of the post-war welfare state. In the following sections, the chapter turns to the World Trade Organization, which took the place of the GATT 1947 from 1995 onwards. It provides an overview of the content of the WTO agreements on goods, services, and intellectual property, as well as an illustrative selection of key developments in the extensive jurisprudence on these agreements since then. Both are designed to provide interested readers with entry points for further study. It is suggested that the transformation of the GATT into the WTO reflected, in part, a similar transformation that was taking place at the level of the State, from the post-war welfare state to the late twentieth-century regulatory State. The chapter concludes by turning to recent developments. It suggests that we are currently in a further period of profound transformation, and that the multilateral trading system is currently facing some of the most difficult challenges it has ever encountered.
2. Funding Litigation
Authors: Sime Stuart
Published: August 2024

This chapter discusses the issue of funding litigation. Solicitors have a professional duty to advise clients on litigation funding options. The advice and agreed funding method should be confirmed in writing in a ‘client care letter’. Most commercial clients pay their lawyers under the traditional retainer, normally with an agreed hourly rate. Conditional free agreements (CFAs) or ‘no win, no fee’ agreements allow a lawyer to agree not to charge the client if the proceedings are unsuccessful, but to charge an uplift or ‘success fee’ of up to 100 per cent over the solicitor’s usual costs if the proceedings are successful. Damages-based agreements (DBAs) are a form of contingency fee agreement under which the lawyer is paid out of the sums recovered in the proceedings. Public funding through legal aid is restricted to individuals with modest income and capital, and there are wide exclusions from the scheme.
8. Part 8 Claims and Petitions
Authors: Sime Stuart
Published: August 2024

This chapter discusses Part 8 claims and petitions, which are forms of originating process. Most types of proceedings which have to be brought by either Part 8 claim form or petition are very narrow and specialized, but some are of great importance. The most important types of proceedings which must be commenced by petition are those for divorce, judicial separation, bankruptcy, and the winding-up of companies.
10. Alternative Dispute Resolution
Authors: Sime Stuart
Published: August 2024

Alternative dispute resolution (ADR), particularly mediation, plays a key role in reducing the costs of civil disputes by fomenting the early settlement of cases. This chapter discusses ADR processes; advantages or disadvantages of ADR and litigation; the cost of ADR; reference to ADR; and court involvement in ADR. Adjudicative ADR results in the third party neutral deciding the dispute or difference between the parties. Non-adjudicative ADR processes involve moving the parties towards reaching a compromise agreement between themselves. Rules of court require parties to consider using ADR. Court decisions indicate the parties may be ordered to use ADR. Sanctions may be imposed on parties who act unreasonably.
12. Responding to a Claim
Authors: Sime Stuart
Published: August 2024

This chapter discusses the procedure for defendants responding to the claim. A defendant who intends to contest proceedings must respond to the claim by filing an acknowledgment of service and/or by filing a defence. Defended claims become subject to the court’s case management system, with the court making provisional track allocation decisions, followed by the parties filing directions questionnaires. If a defendant fails to make any response to a claim a default judgment is usually entered within a relatively short period after service.
15. Track Allocation and Case Management
Authors: Sime Stuart
Published: August 2024

Judicial case management of civil litigation is one of the central planks of the Civil Procedure Rules 1998 (CPR). In exercising their powers to manage cases, the courts will be seeking to secure the overriding objective of the CPR of ensuring that cases are dealt with justly and at proportionate cost. This chapter discusses procedural judges; docketing; provisional track allocation; filing directions questionnaires; track allocation rules; assignment to complexity bands; notice of allocation; allocation directions; ADR and stays to allow for settlement; transfer to appropriate court; trial in the Royal Courts of Justice; changing tracks; and subsequent case management.
17. Costs Management
Authors: Sime Stuart
Published: August 2024

Costs management refers to the procedures used by the courts to manage the steps to be taken in multi-track claims while also managing the costs to be incurred by the parties in taking those steps to ensure that litigation is conducted at proportionate cost. This chapter discusses the elements of costs management; cases governed by costs management; costs management orders; costs budgets and case management; judicial control of costs budgets; and impact on costs orders.
21. Limitation
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules on limitation. The expiry of a limitation period provides a defendant with a complete defence to a claim. Limitation is a procedural defence. It will not be taken by the court of its own motion, but must be specifically set out in the defence. Limitation runs from accrual, which is when all the necessary elements for the cause of action are in existence. Technically, time runs from the day after the accident or breach, and stops running when the claim is brought. This is when the claimant has done everything they can to issue the claim form. Time does not run if the claimant is under disability, and in cases of fraud, mistake, and concealment. In personal injury and latent damage claims time will not start running until the claimant has the requisite ‘knowledge’, and there is a discretion to disapply limitation in personal injury claims.
22. Amendment
Authors: Sime Stuart
Published: August 2024

Changes in the parties’ knowledge of a case as it progresses and straightforward drafting errors make it necessary on occasion to make amendments to the statements of case. This chapter discusses amendment by consent; amendment without permission; principles governing permission to amend; amendment after the expiry of the limitation period; and procedure on amending.
26. Security for Costs
Authors: Sime Stuart
Published: August 2024

The question of who pays for the costs of a claim is generally not determined until the claim is finally disposed of, whether by consent, interim process, or trial. However, an order for security for costs can be made against a party in the position of a claimant. Once security is given it may be retained, subject to the court’s discretion, pending an appeal. An order for security for costs usually requires the claimant to pay money into court as security for the payment of any costs order that may eventually be made in favour of the defendant, and staying the claim until the security is provided. On the application three issues arise: (i) whether one of the conditions for ordering security for costs is satisfied; (ii) if so, whether, having regard to all the circumstances of the case, it would be just to exercise the court’s discretion in favour of making the order; and (iii) if so, how much security should be provided. This chapter considers each of these three issues. It begins by looking at the procedure for making the application and the capacity of the respondent to the application.
34. Admissions and Documentary Evidence
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules relating to the proof of admissions and documents at trial. It covers the nature of admissions; pre-action admissions of liability; permission to withdraw an admission; notice to admit facts; and proving documents.
35. Experts
Authors: Sime Stuart
Published: August 2024

This chapter discusses the principles governing the use of expert evidence in civil claims. It covers the admissibility of expert evidence; control of evidence; choice of expert; privileged nature of experts’ reports; disclosure of experts’ reports; written questions to experts; examinations by experts; experts’ immunity from suit; and use of experts’ reports after trial.
40. Remote Hearings
Authors: Sime Stuart
Published: August 2024

Traditionally, civil hearings take place in court buildings, with hearings being conducted in public in court rooms in front of a judge. Active case management in accordance with the overriding objective includes dealing with cases without the parties needing to attend court, and by making use of technology (CPR, r 1.4(2)(j) and (k)). There is provision in the CPR for holding hearings by telephone, by video, or by any other means which permits simultaneous communication (r 39.1(1)(a)), and for receiving evidence by telephone or by using any other method of direct oral communication (r 3.1(2)(d)). Increased public proficiency with information technology, combined with the emergency created by the coronavirus outbreak in 2020, have resulted in the courts embracing computer technology for remote hearings for civil proceedings.
42. Interim Injunctions
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules on interim injunctions. Interim injunctions are temporary orders made with the purpose of regulating the position between the parties to an action pending trial. Such an order is particularly useful where there is evidence that the respondent’s alleged wrongdoing will cause irreparable damage to the applicant’s interests in the period between issue of process and trial. The chapter covers judges able to grant injunctions; pre-action applications for interim injunctions; applications during proceedings; principles for the granting of interim injunctions; defences and bars to relief that may be raised on an application for an interim injunction; interim injunction orders; and effect of not applying for interim relief.
46. Costs
Authors: Sime Stuart
Published: August 2024

This chapter focuses on legal costs. It discusses the two main principles for deciding which party should pay the costs of an application or of the whole proceedings; the rule that costs follow the event; range of possible costs orders; interim costs orders; indemnity principle; basis of quantification; proportionality; summary and detailed assessments; fast track fixed costs; scale costs; costs and track allocation; publicly funded litigants; pro bono costs orders; costs against non-parties; and wasted costs orders.
48. Enforcement
Authors: Sime Stuart
Published: August 2024

Parties occasionally refuse to comply with the judgments and orders of the court. A range of enforcement procedures is available to ensure compliance. This chapter discusses enforcement of money judgments; enforcement of judgments for the delivery of goods; enforcement of judgments for the possession of land; contempt of court; and enforcement of foreign judgments.
49. Judicial Review
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules for judicial review. Judicial review lies against public bodies and must be brought by a person with a sufficient interest. There are six remedies available on applications for judicial review (quashing order, mandatory orders, prohibitory order, declaration, injunction, and money awards). Before commencing judicial review proceedings, a claimant should comply with the judicial review pre-action protocol. Permission must be sought to proceed with a claim for judicial review. Defendants must be served with the judicial review claim form, and unless they acknowledge service they cannot appear at the permission hearing unless the court allows them to attend.
2. The framework of company law
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses the statutory framework of company law. Registered companies in the UK are governed by the Companies Act 2006 (CA 2006) and its predecessors. The remainder of the chapter covers the European framework of company law; digitalising company law; disclosure requirements; listing reforms; corporate governance, restructuring, and mobility.
3. Corporate personality
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses the concept of corporate legal personality and its consequences. This fundamental principle of company law was established by the House of Lords in Salomon v Salomon & Co Ltd. In limited circumstances, the court may disregard or pierce or lift the corporate veil. That jurisdiction (though rarely invoked) is explored in Prest v Petrodel Resources Ltd which is discussed in detail, as are subsequent applications of the approach laid down in Prest. The issues arising from corporate groups are considered including parent company liability for a subsidiary’s torts, the impact on directors’ duties and the protection of minority interests.
4. Rules of attribution—corporate acts and liabilities
Authors: Hannigan Brenda
Published: August 2024

This chapter considers whose acts are the acts of the company for the purposes of determining the rights and liabilities of the company. The chapter examines corporate liability in contract and in tort including directors’ personal liability in tort. The attribution of liability for criminal offences is considered in detail addressing the common law and the recent statutory reforms. These provide for a senior manager regime and a new offence of failure to prevent fraud. The chapter also considers attribution in the context of a breach of directors’ duties and the availability of an illegality defence.
5. The company constitution
Authors: Hannigan Brenda
Published: August 2024

This chapter focuses on the company constitution and explores the meaning of ‘constitution’ in this context. For most companies, the constitution essentially is the articles of association and model articles may be adopted. The chapter covers the content of the articles, amending the articles, interpreting the articles, enforcing the articles, and shareholders’ agreements. While shareholders have a power to amend the articles, that power is limited at common law to prevent alterations that are not in good faith and the case law on that issue is explored. The courts are also constrained in how they interpret articles of association, given they are a public document, and the approach to interpretation is considered.
6. Corporate governance—board structure and shareholder engagement
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses corporate governance in publicly traded companies. The discussion covers the UK Corporate Governance Code, a new edition of which was published in 2024. The chapter first considers the evolution of codes in the UK including with respect to large private companies. The requirements of the UK Code 2024 are considered in detail looking at the responsibilities of the board as well as issues of board composition, especially diversity requirements. The role of board committees, especially the role of the audit committee, is explored. The chapter also provides an overview of the issues surrounding the investment chain, shareholder engagement and the UK Stewardship Code.
11. Duty of care, skill, and independent judgment
Authors: Hannigan Brenda
Published: August 2024

In addition to their fiduciary obligations, directors are subject to duties of care, skill, and diligence. This chapter discusses the statutory standard of care, skill, and diligence which is an objective standard as set out in CA 2006, s 174. The section does not indicate the content of the duty, however, which is a matter for the case law. The issues of concern revolve around the extent to which directors need to be informed to carry out their duties and the extent to which they can delegate to others and then rely on that delegate. There is also a related duty in s 173 to exercise independent judgement rather than blindly follow the instructions of others, which is also discussed in the chapter.
15. Directors’ liabilities and vulnerable transactions on insolvency
Authors: Hannigan Brenda
Published: August 2024

This chapter considers directors’ liabilities on a company going into insolvent liquidation or administration. Redress for breach of duty by directors is mainly a matter for liquidators and administrators who can pursue a variety of options. The common measures are considered in this chapter: misfeasance claims (IA 1986, s 212); claims for fraudulent trading (ss 213, 246ZA); and for wrongful trading (ss 214, 246ZB). It is possible also to challenge certain past transactions, for example, as transactions at an undervalue (s 238) or preferences (s 239). The chapter also considers the grounds for disqualifying a director which commonly is a consequence of insolvency. The case law concerning unfitness to be a director is considered and the nature of disqualification orders and undertakings is addressed as well as the scope for seeking a compensation order.
17. Decision-making and company meetings
Authors: Hannigan Brenda
Published: August 2024

The exercise of voting power is one of the most important aspects of being a shareholder. This chapter considers the mechanics of voting in person or by proxy and the different types of resolutions that may be used, including the possibility for private companies to use written resolutions. For larger companies, the annual general meeting is an important forum and the chapter considers meeting procedures, the calling thereof, notice requirements, the circulation of resolutions and agenda items, as well as the power of the court to order meetings to be held. The important Duomatic principle—the effectiveness of informal unanimous assent without any meeting—is also considered in detail.
20. The derivative claim and the rule in Foss v Harbottle
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses the rule in Foss v Harbottle and the development of the common law derivative claim as an exception to that rule. The chapter considers the nature of a derivative claim including multiple derivative claims and the basis for granting permission for a claim at common law. The chapter then considers the statutory derivative claim introduced by the Companies Act 2006 (CA 2006), Part 11 and examines the basis for granting permission for these statutory claims. The chapter also addresses the issue of reflective loss and the circumstances in which reflective loss will bar a claim by a shareholder. Personal actions at common law and specific statutory rights for shareholders under the CA 2006, for example, rights to information or to call meetings, are also considered.
21. Share capital—capital raising and payment
Authors: Hannigan Brenda
Published: August 2024

This chapter considers the statutory framework governing share capital requirements including the provisions with respect to allotments of shares, the rules on premiums and discounts, the requirements for authorisation to allot, and the need to provide pre-emption rights. The rules governing cash and non-cash payment for shares are also considered. For the largest companies, there are additional issues surrounding capital raising which are considered. The position governing public offers by private companies is reviewed as well as the intended reforms of the listing regime. There are significant changes to the rules on public offers of shares and the need for prospectuses and these requirements too are considered. The issue of possible liability for misleading prospectuses is also addressed.
OʼSullivan & Hilliard's The Law of Contract
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. The Law of Contract provides a concise overview of the fundamentals of contract law and its underlying rationales. It also introduces and explores the main academic debates within the subject, encouraging readers to reflect on the law and, where it is controversial, to form their own views on whether the rules that contract law adopts are justifiable.
2. Offer and acceptance I: general principles
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the general principles of the offer and acceptance requirement in the law of contract. It explains that an offer is an indication of one party’s willingness to enter into a contract with the party to whom it is addressed as soon as the latter accepts its terms while an acceptance is an agreement to the terms of the offer. It discusses the distinction between unilateral and bilateral contracts and introduces the principle of objectivity in contractual formation. This chapter also considers the communication of the acceptance, the prescribed modes of acceptance, the termination of an offer, and the so-called ‘battle of the forms’.
4. Certainty
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the certainty requirement in contractual formation and discusses the factors that influence the courts in deciding whether an agreement possesses the requisite degree of certainty, in the context of issues such as agreements to agree, agreements to negotiate in good faith, and agreements to use reasonable or best endeavours to negotiate or agree.
13. Common mistake and rectification
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the situation where both parties to a contract share a common mistake. It analyses several court cases indicating that certain sorts of mistake can render contracts void at the level of common law. It discusses the orthodox approach which asserts that there is a separate legal doctrine whereby certain sorts of common mistakes inevitably render a contract void; it also considers an alternative way of conceptualising common mistake cases, the ‘construction approach’, which argues that the effect of common mistake is ascertained by construing and interpreting the contract. This chapter also considers the scope of the equitable remedy of rectification for common and unilateral mistake, which gives the court the jurisdiction, in exceptional cases, to correct transcription mistakes in the parties’ written contractual document.
15. Discharge of a contract for breach
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the circumstances in which a contract can be terminated or discharged by one party following breach or incomplete performance by the other party, covering entire obligations. It explains that breach of contract does not automatically bring a contract to an end and that termination of a contract for breach is not the same as rescission. This chapter also discusses the two sorts of situation in which the innocent party can terminate the contract for the other party’s breach, namely breach of condition or serious breach of an innominate term, and following repudiation, and considers the innocent party’s option to elect whether to terminate the contract or keep it alive.
16. Remedies I: compensatory damages
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on compensatory damages, the principal remedy for breach of contract, and explores the actionable types of loss. It deals with the various measures of damages, how they are quantified, and discusses the circumstances in which the claimant can recover for non-financial loss. It explores principles of causation and the remoteness of damage test for breach of contract, the requirement of mitigation and the defence of contributory negligence.
17. Remedies II: specific remedies
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines specific remedies for breach of contract. It explains that unlike compensatory remedies, specific remedies actually require the defendant to perform his side of the bargain. This chapter discusses the principles of the different types of specific remedies including the action for an agreed sum, liquidated damages and the penalty clause jurisdiction, injunctions, specific performance, and damages in substitution for a specific remedy.
Contract Law
Authors: McKendrick Ewan
Published: August 2024

Contract Law: Text, Cases, and Materials provides a complete guide to the subject of contract law. The book comprises a balance of 60 per cent text to 40 per cent cases and materials. Its clear explanations and analyses of the law provide support to students, while the extracts from cases and materials promote the development of essential case reading skills and allow for a more detailed appreciation of the practical workings of the law and of the best legal scholarship. Part I of the book examines the rules relating to the existence of an agreement (particularly offer and acceptance, uncertain and incomplete agreements, and consideration and promissory estoppel). Part II covers the terms of the contract, including implied terms, interpretation, boilerplate clauses, exclusion clauses, unfair terms in consumer contracts, and good faith. Part III examines topics such as mistake, misrepresentation, duress, undue influence, unconscionability, inequality of bargaining power, and frustration and force majeure. Part IV turns to breaches of contract and termination, damages, and specific performance. The last part, Part V, concentrates on third parties.
13. Exclusion Clauses
Authors: McKendrick Ewan
Published: August 2024

This chapter discusses one particular type of boilerplate clause, namely the exclusion or limitation clause. The chapter examines the role and function of exclusion and limitation clauses in modern commercial contracts. In order to perform its function an exclusion or limitation clause must (i) be validly incorporated into the contract, (ii) cover the loss that has been suffered, and (iii) survive scrutiny under the Unfair Contract Terms Act 1977. Difficult interpretative issues can arise where one party seeks to exclude liability in respect of its own negligence or exclude liability for fundamental breach. The Unfair Contract Terms Act 1977 applies a reasonableness test to a number of exclusion or limitation clauses. The 1977 Act is also examined, with particular reference to the types of clause that fall within its scope.
17. Misrepresentation
Authors: McKendrick Ewan
Published: August 2024

A misrepresentation induces a party to enter into a contract but typically is not part of the contract itself. The chapter examines the different types of misrepresentation (fraudulent, negligent, or innocent) and the remedies that the law provides in respect of a misrepresentation. The chapter focuses on the liability for misrepresentation. It begins by examining the definition of a misrepresentation. The chapter considers the extent to which English law recognizes the existence of a duty of disclosure and goes on to discuss the concept of rescission. It then explores how misrepresentation gives rise to a claim for damages, with a particular focus on section 2 of the Misrepresentation Act 1967. The final section examines the possibility of excluding liability for misrepresentation.
22. Breach of Contract and Termination
Authors: McKendrick Ewan
Published: August 2024

This chapter begins with a definition of ‘breach of contract’ and then outlines the circumstances in which a breach of contract gives to the innocent party a right to terminate further performance of the contract. These include breach of a condition and breach of an intermediate term where the consequences of the breach are sufficiently serious. The chapter also considers the problems that can arise in deciding the status of a term which has not been classified by the parties as a condition, a warranty, or an intermediate term. It examines termination clauses and the significance attached to the good faith of the party who is alleged to have repudiated the contract. The chapter includes a brief comparison of English law with the Vienna Convention on Contracts for the International Sale of Goods and with the Principles of European Contract Law, and also addresses the question of whether an innocent party is obligated to exercise its right to terminate further performance of the contract, and considers the loss of the right to terminate. It concludes with a discussion of the law of anticipatory breach of contract.