In early March, Arthur Byng Nelson, Sherrards’ Head of Art & Heritage, attended TEFAF in Maastricht the leading art and antiques fair in Europe, as part of the At Business Conference.

Founded in 2014, The Art Business Conference is a leading global platform delving into pivotal topics within the contemporary art market. These one-day conferences attract senior art professionals, providing invaluable knowledge and insight for individuals involved in managing art businesses or collections.

Arthur advises clients on strategy, law and tax on all matters relating to collectibles. TEFAF is the fair to attend if you are looking to purchase museum-quality items: for example a painting by Guercino (1599-1666) see below of St. Sebastian, an ancient Egyptian relic or some highly unusual (and expensive!) jewellery. If you ever would like to attend he would be pleased to see what he can do for you.

Arthur also enjoyed the half-day Art Business Conference and made new contacts at museums in France and Belgium, as well as with a number of collectors and dealers.

See here Arthur with some of his fellow members of PAIAM (Professional Advisors to the International Art Market) and some photographs he took of works on his wishlist. 

Non Domiciled:

In his Budget speech, Mr Hunt said: “The Government will abolish the current tax system for non-UK domiciled individuals, to get rid of the outdated concept of domicile. We will replace the non dom regime with a modern simpler and fairer residency.” 

As it stands, those with non-dom status are able to earn money from abroad without having to pay tax to HM Revenue and Customers (HMRC) for up to 15 years. This is now being reduced from 6 April 2025 to four years, but after this period, those who continue to live in the UK will pay the same as everyone else.

Capital Gains Tax – cut

The higher rate of Capital Gains Tax (CGT) on property will be cut from 28% to 24% from April 2024 – firing up the residential property market and supporting thousands of jobs that rely on it.

National Insurance – cut

Following a 2 percentage point cut in the Autumn Statement, the main rate of Employee National Insurance will be cut again by a further 2 percentage points from 10% to 8% in April – a one third reduction in the main rate of National Insurance which means the average worker on £35,400 will receive a tax cut of over £900 compared to last year.

Following a 1 percentage point cut in the Autumn Statement, the main rate of Class 4 NICs for the self-employed will be cut by a further 2 percentage points from 8% to 6% from April – saving the average self-employed person on £28,000 over £650 compared to last year when combined with scrapping the requirement to pay Class 2 NICs announced at Autumn Statement.

British ISA

The new ‘British ISA’ has been unveiled pushing investment into exclusively UK assets allowing investors an additional tax free allowance of £5000.

ISAs, or Individual Savings Accounts, enable savers to invest £20,000 a year without paying tax on interest or returns.

The new British ISA, which will be introduced after a consultation into the implementation. 

What was the case about?

“Colltech” (yes, that’s what was misspelled on the agreement – note, two ‘l’s, not one) entered into a contract with Cera Care Limited (“Cera Care”) for the provision of recruitment services. Entirely separately, another Coltech entity – Coltech Consulting Limited (“CCL”) – entered into a separate agreement with Cera Care for the provision of certain consultancy services.

The recruitment services were actually provided by Coltech Recruitment Limited (“CRL”), but Cera care denied this.

CRL instructed Sherrards in early 2022 when Cera Care refused to pay invoices amounting to £359,681.00, relating to the provision of 23 temporary workers supplied to Cera Care and whose services Cera Care admitted to having received the benefit of.

The defence Cera Care raised was that it never contracted with CRL; it contracted with CCL. What ensued was a lengthy and long-running legal battle over which “Coltech” entity had contracted with Cera Care to provide the recruitment services – CRL or CCL.

What gave a degree of oxygen to Cera Care’s argument were two main factors:

1. The contract that was entered into did not name CRL as the recruitment “Agency”; it named “Colltech”. That begged the question: what is “Colltech”? Did it mean CRL or CCL?
2. The contract – unhelpfully, and clearly in error – displayed, in the top right-hand corner, a logo that referred to “Coltech Consulting”. Cera Care relied heavily on this as being clear evidence that the correct contracting party was CCL, not CRL.

Why did the CRL vs CCL distinction matter so much to Cera Care? It mattered because Cera Care claimed that it was owed a substantial sum of money from CCL pursuant to the contract for consultancy services, such that it was entitled to refuse to pay the recruitment fees and, instead, simply offset against the (much larger) sum it claimed it was owed under the consultancy contract. In order to get this argument off the ground, Cera Care had to succeed in showing that the recruitment services contract was with CCL, not CRL, and it attempted to do that by leaning heavily on the poor drafting of the contract and the inclusion of the logo that referred to “Coltech Consulting”.

Cera Care’s arguments – which Sherrards asserted were a try-on and utterly hopeless from the outset – ultimately failed, and badly, but not before CRL and 1PS had been forced to expend over £100,000 in legal costs on complex High Court litigation, involving hundreds and hundreds of pages of evidence and documents.

So what happened?

Sherrards promptly engaged Jonathan Cohen KC of Littleton Chambers – a heavyweight in commercial litigation, and with whom Sherrards has enjoyed a strong and successful relationship for many years – and, with his careful advice (and assistance from his junior, Stuart Sanders), CRL and 1PS applied to the High Court for summary judgment. Summary judgment is essentially a means by which a party can short-cut litigation where it can show that the other party’s argument has no real prospect of success and that there is no other compelling reason why the case should go all the way to a trial. The view was taken that Cera Care’s arguments fell into this category: they had no real prospect of success.

In August 2023, an application for summary judgment was prepared and issued. The matter came before Deputy Master Sabic KC on 31 January 2024, who, having heard a day of arguments on both sides, found resoundingly in CRL and 1PS’ favour.

A key feature of the case was that, on each and every occasion when Cera Care wanted to engage a temporary worker, a “Placement” would be produced, which (amongst other details such as the name of the worker, pay rates etc) named who the “Agency” was. The Placement was uploaded to a portal, accessed by Cera Care, and Cera Care would approve the Placements in the portal. Thus, the contract between the parties was not just the document that the parties signed at the outset (containing the words “Colltech” and the logo); it also included each of the Placements.

Importantly, the Placements – without exception – identified “Coltech Recruitment Limited” (i.e. CRL) as the “Agency”. Cera Care went to great lengths to try and dismiss the relevance of the Placements, but their arguments failed.

 

The Judgment – which can be read here, concluded (in the main) that:

1. The existence of the logo with the words “Coltech Consulting” was irrelevant. Brand names cannot constitute a company’s legal entity.
2. The logo did not even identify CCL as the contracting party; it only said “Coltech Consulting” (missing the word “Limited”).
3. The incorrect spelling of “Colltech” was also immaterial, because all parties accepted that an actual legal entity was the party to the contract, and “Colltech” is not a legal entity. It had to be either CRL or CCL, each of which are formal legal entities.
4. Analysis of the contract and the Placements leads to an unambiguous answer as to which Coltech entity was the true contractual counterparty: read consistently and coherently with each other, the contract and the Placements contain only one definition of “Agency” and it follows that the contracting party was CRL.
5. Cera Care’s attempts to argue that evidence might come to light at a later date that points to CCL being the correct contracting party were also unsuccessful.
6. Despite it being Cera Care’s positive case that CCL was the correct contracting party, Cera Care had not adduced any documentary evidence which “clearly and positively supported [its] case” in this regard. “CCL’s name does not appear in any of the relevant contracts”.
7. CRL and 1PS’ case, by contrast to Cera Care’s, “is clear and straightforward”. The identity of the parties in the relevant contractual documents “is tolerably clear”.
8. “On the plain reading of [the contractual documents], there is, in my judgment, no documentary ambiguity in the definition of Agency… Thus, the key question in this application, namely who is the Agency, is determined by the definition adopted by the parties in writing, which is plainly CRL”.

Key takeways

Ultimately, CRL and 1PS should never have been forced to have to litigate this case. But the unfortunate stance adopted by Cera Care forced their hand. Nevertheless, better attention to detail at the point of entering into the contract would have avoided the arguments that were ultimately left to the Court to determine. Had the contract not referred to “Colltech”, but instead “Coltech Recruitment Limited”, there would have been nothing to argue about. The mistaken use of the logo referring to “Coltech Consulting” was unfortunate and led to further needless arguments.

Sadly, it is all-too-common that lay persons who draft their own contractual documents make errors like this. Such is the way of the commercial world, where there is often reluctance to enlist the help of lawyers. We see the use of brand names on contracts all the time – “Coltech” rather than “Coltech Recruitment Limited”, for example – and this case is a paradigm example of how seemingly innocuous oversights like this can lead to an extremely costly legal battle.

When you next enter into a contract, pause and think to yourself “who are we contracting with?”, and make doubly-sure that the correct, full, parties’ names are set out. And, of course, if in doubt take legal advice.

To find out more about the case, or get advice contact Barney Laurence. 

These diaries cover the entire life and career of one of the most prominent figures in the British Army in the twentieth century and have been eagerly awaited by historians and enthusiasts alike. The extraordinary diaries of Lord Ironside were first targeted by Professor Sir Michael Howard when he created the Liddell Hart Centre for Military Archives back in 1964: after a remarkable 60 years, they are finally in the ownership of King’s College and the Liddell Hart Centre for Military Archives.

Arthur Byng Nelson, Head of the Art & Heritage Department at Sherrards, advised the Ironside family regarding these special papers and facilitated the transfer to the nation in lieu of inheritance tax for the benefit and study of the general public.

To commemorate this event King’s College London Archives and the Sir Michael Howard Centre for the History of War are hosting a talk on Tuesday 12^th March from 5:30 pm in the Archives Reading Room, at the Strand Building. At this gathering, esteemed speakers Professor Jonathan Fennell and Professor Andrew Stewart of King’s College London will delve into the significance of this collection for the study of the history of the world wars and beyond.

To sign up, click here and secure your place to celebrate the legacy of Field Marshal Lord Ironside and the invaluable contribution of his diaries to the understanding of military history.

To find out more about how we can help with your Art & Heritage matters, click here. 

In this case, Sherrards were engaged to act on behalf of a recruitment agency that specialised in supplying finance professionals into various types of finance companies. The recruiter was engaged by a global private equity investment firm (“Company A”) to source a finance operations professional for them. The recruiter fulfilled the brief and sent several CVs to Company A, some of which resulted in interviews.

As sometimes happens, the recruiter did not hear further and received no indication from Company A as to whether any of the candidates had been successful. After following up with each of the candidates, it transpired in conversation with one of them that they had been hired into another company that appeared to be related to Company A. After some further investigation, it further transpired that the candidate had been hired into another company within Company A’s corporate group (“Company B”). Upon discovering this, the recruiter sought to recover its introduction fee from Company A. However, Company A maintained, for various reasons, that there had been no introduction within the meaning of the recruiter’s terms of business and that it was not liable for a fee (separately Company B was also asserting that there was no contract in place between it and the recruiter).

Following Sherrards’ instruction, we reviewed the terms of business and the chain of events, and it was unequivocal that there was a contract in place between Company A and the recruiter. However, what required further analysis was whether Company A was still liable for the introduction fee in circumstances where it had effected a Third Party Introduction?

In the event, fortunately the recruiter’s terms of business had appropriate wording to cover off this situation and we were able to confidently assert that Company A would be liable for the fee in full where they have effectively made an onward introduction and the prospective candidate had subsequently been hired.

Furthermore, in this case, as Company B was a holding company of Company A, this meant it was part of its corporate group structure. This provided a second line of attack to recover the fee, as Company B was defined as an “Associated Company” within the recruiter’s terms, meaning it was as if the introduction had been made directly to Company A. The recruiter was able to recover its fee in full, swiftly, and avoided court proceedings.

Action Point

The case serves as a useful for reminder to all recruiters that terms of business are organic documents that should be regularly reviewed and refreshed to ensure that they offer as much protection as possible, particularly in circumstances where a backdoor hire has taken place. Poorly drafted terms of business could be the difference between recovering a fee or not.

If you would like to know more, please contact Aaron Heslop for a no obligation discussion.

For some, this involves considering the legal and financial implications of marriage. Beyond the emotional and romantic aspects, individuals may question whether tying the knot is a strategic move to save inheritance tax.

Marriage has long been considered a union founded on love, trust, and commitment. Choosing a life partner based on shared values, emotional connection, and mutual support is a timeless concept that transcends financial considerations. Whilst love is invaluable, couples may also find themselves facing practical questions about shared finances, joint assets, and planning for the future.

One financial consideration that arises in the context of marriage is inheritance tax (IHT). In many jurisdictions, married couples enjoy certain tax benefits, including exemptions and deductions related to inheritance. However, it is crucial to approach this aspect of marriage with a clear understanding of the laws and regulations governing IHT in your specific location as these can vary from country to country.

It is a widespread misconception that cohabiting couples enjoy the same legal rights as their married counterparts. In reality, cohabiting couples possess minimal rights, even if they share children. In the unfortunate event of a partner passing away without a will, the surviving partner inherits nothing.

Living in a deceased partner’s property or jointly owned property does not guarantee security- the surviving partner could face eviction or the forced sale of their home. They may be forced to bring a claim on the estate which could prove difficult if the beneficiaries of the estate are the unmarried couple’s children. Additionally, complications may arise if a person dies while cohabiting with a new partner amid an ongoing, yet unfinished, divorce, potentially leading to disputes with the family.

Having a Will in place does not exempt one from IHT if the deceased’s estate surpasses the IHT threshold. However, for married or civil partnership couples, the spouse exemption allows the transfer of assets upon death without incurring inheritance tax. While standard IHT applies to the estate exceeding £325,000 in value, married couples benefit from an exception that disregards this threshold, eliminating the need to pay IHT for the surviving spouse or civil partner.

As Valentine’s Day approaches and couples contemplate taking their relationship to the next level, the intersection of love and finances becomes more apparent. Whilst the allure of potential tax benefits may be enticing, it is crucial to approach marriage with a holistic perspective.

Should love not be the driving force behind such a significant decision, with legal and financial considerations serving as complementary elements?

To find out more, email Nicole here. 

As part of The Sherrards Training Academy, we have asked our Legal Assistants and Trainee Solicitors to write articles to support their learning, and also to ensure they start to build on their own personal brand. This article has been fact-checked and proofread by Head of the Employment department, Mark Fellows.

On Monday the government issued a consultation paper which proposes re-introducing fees in Employment Tribunals and the Employment Appeals Tribunal, with the main aim ‘to contribute to the continuous improvement of His Majesty’s Courts and Tribunals Service and reduce the cost to the taxpayer to fund these services’. The new proposal comes nearly 7 years after the Supreme Court ruled the previous charging regime as unlawful when trade union Unison successfully argued that it prevented thousands of employees from securing justice.

The proposed fee is £55 to bring a claim in the Employment Tribunal, which is considerably modest in comparison to the previous fee regime This is a one-off fee which is £55 irrespective of the type of claim (but some limited claims will be exempted) or whether the claim is brought by a single claimant or multiple claimants. Unlike the 2013-2017 Tribunal fee regime, no hearing fee will be applied under the government’s most recent proposals.

To start an appeal in the Employment Appeals Tribunal, the same fee of £55 would also apply.

A system for remission from fees would be available for those who genuinely cannot afford to pay the fee (as defined by the government).

It is thought that the proposal may act as an incentive for parties to apply their mind to settlement and engage in negotiations early in the process through ACAS, without the need to proceed to issuing actual claims in the Tribunals, thereby helping to alleviate the huge pressures currently faced by the Tribunal service. It is questionable whether such a modest fee will actually have this impact, but at the same time, it was recognised that if the fee was too high, it might be open to further challenge from the Unions.

The consultation runs for 8 weeks and closes on 25 March 2024 – please stay tuned for further updates from the Employment Team.

Paul Marmor, Head of Litigation and International Services, recently visited the offices of our Alliott Global Alliance (“AGA”) correspondent law firms in Dallas and New York – Platt Richmond and Golenbock Eiseman Assor Bell & Peskoe – and gave a presentation to each on the topic of UK/USA relations post-Brexit, where Paul explained how the trading relationship has been affected in a post-Brexit world.

Paul set out the good, the bad and the ugly from all perspectives.  Paul also gave the same presentation to AGA’s North American annual meeting in Palm Springs, California, attended by over 70 members from the USA, Canada and Mexico.

Paul is pictured presenting a ceremonial gift to each law firm, with the Managing Partner of Platt Richmond, Bob Daniels, and a number of his colleague, and with Jeff Berger, the Managing Partner of Golenbocks.  Paul is presenting David Gauke’s book entitled The Case for the Centre Right, which is a collection of essays on politics in the UK at this time, with special emphasis on Brexit, including contributions from Rory Stewart, Daniel Finklestein  and Dominic Grieve and others.

For more information about our connectivity, clients and friends across the Americas, through our involvement in the AGA, the American Bar Association and the International Bar Association, and for our legal perspectives relating to Brexit, then please reach out to Paul Marmor on +44 20 7478 9010 or pdm@sherrards.com, or visit www.sherrards.com.

Legal Entitlement and Calculation

All full-year workers, with the exception of the genuinely self-employed, are entitled to 5.6 weeks of paid statutory holiday per year. Four weeks of this entitlement must be paid at the worker’s ‘normal’ rate of pay, including regular payments like overtime, bonuses, and commissions, as specified by Regulation 13 of the Working Time Regulations. The remaining 1.6 weeks can be paid at the ‘basic’ rate of pay, that is, the worker’s basic remuneration (as specified by Regulation 13A).

Holiday pay is designed to ensure that workers do not suffer financially when taking time off. For those with regular hours and fixed pay, the holiday pay should mirror what they would have earned if they were at work. From 1^st January 2024, the regulations now specify that certain payments, such as commission payments and those related to professional or personal status, must be included in the calculation of the 4 weeks of normal holiday pay.

Irregular Hours and Part-Year Workers

For leave years starting on or after 1^st April 2024, part-year and irregular hours workers must have their statutory holiday entitlement calculated based on actual hours worked, using the 12.07% accrual method. Alternatively, employers can opt for rolled-up holiday pay, a method applicable exclusively to irregular hour and part-year workers.

Rolled-up Holiday Pay

Rolled-up holiday pay allows employers to include an additional amount with every payslip to cover a worker’s holiday pay, instead of paying it when the worker takes annual leave. The calculation involves 12.07% of the worker’s total pay, representing the proportion of statutory annual leave in relation to the working weeks of each year. If employers choose this method, the entire amount of leave for irregular hours and part-year workers is paid at the ‘normal’ rate of pay.

Considerations for Employers

Employers intending to implement rolled-up holiday pay should review workers’ contracts to ensure compliance and avoid unintentional variations. For those opting not to use rolled-up holiday pay, the existing 52-week reference period method can be employed to calculate holiday pay, considering the worker’s previous 52 paid weeks.

Payment in Lieu

If irregular hour or part-year workers do not utilise their accrued holiday entitlement upon leaving employment, they are entitled to a ‘payment in lieu.’ Employers should calculate this by determining the remaining holiday entitlement and computing the holiday pay for the period. Deductions should be made for any holiday taken during the employment period.

Conclusion

As the new Holiday Pay Calculation rules come into effect, employers must stay informed and adapt their practices accordingly. Compliance with these regulations not only safeguards against legal issues but also fosters a fair and transparent work environment. By understanding the nuances of holiday pay entitlement and calculation, employers can ensure that their workforce is compensated appropriately for their time away from work.

If you have any questions or wish to discuss holiday pay for your business, please contact the Employment Department.

 

In the circumstances, piecing together the chain of events and detailed history was essential before any further action could be taken or his case put forward to the Home Office which involved detailed instructions, and a forensic examination of the employment/funding and history of the matter.

Having extracted the evidence, Emma was able to write a compelling and cogent letter in support of a review of his application for the Global Talent visa, using the Immigration rules and caseworker guidance alongside the Dr’s own evidence and documentation evidence. Whilst pulling this together was necessary and speed essential, so too was clarity and ensuring a balanced response.

We are very pleased to report that the client’s application has been successful. Whilst good sense may prevail and one can see the sense in approving the Global Talent visa at a high level, that approval and good sense does not necessarily follow.

In addition, successful application does not always mean that the client’s position becomes regularised, i.e the application may be allowed, but they remain an ‘overstayer’ within the regulations, and experience issues further down the line on any application for further or indefinite leave to remain (FLR/ILR). Relevant experience in this area was essential to understanding that.

The case was successful and the client’s position thankfully regularised. Knowledge of both immigration and employment law was essential to the success of this. The end result is that the client is able to continue his good work in research and Emma is presently speaking to Imperial College London, about referrals, both assisting its future doctors in immigration applications and research scientists in Immigration and visa applications.

If you have any questions or wish to discuss further, please contact the Employment Department or Emma Peacock.