Shoe Lane Chambers had a busy year last year. Not only did it have two senior members battling it out for silk, and tenants and clerk seeking the removal of their Senior Clerk, Shoe Lane also had emerging talents Nick Slade and Niamh Cranitch – having secured the much sought after pupillage opportunity – seeking tenancy and to make names for themselves. These stories, by and large, weren’t developed in Silk’s return to the screen, however, that isn’t to say that they won’t be in future. If Niamh returns I will be pleasantly surprised given Natalie Dormer’s commitments to HBO’s critically acclaimed show Game of Thrones. One way in which the threads of last season’s storylines were developed was Shoe Lane’s Head of Chambers Mr Crowder QC informing Billy Lamb, Shoe Lane’s paternal and influential clerk, that his talents were to be deployed elsewhere and Billy’s would be usurper, John, would be taking over Fees.

Upon reflection, this development is unsatisfying; Moffat went to great lengths to portray a compelling story of revolution from unsatisfied junior members pitted against an experienced clerk seeking to maintain his empire, perhaps even save face in the state of Shoe Lane’s accounts, manipulating Mr Reader to betray his would  be co-revolutionaries.  The conflict’s resolution was worth the wait – Billy Lamb coming out on top (a role that clerks in Peter Moffat legal dramas appear to relish) in one fell swoop, without so much as an insight as to why Billy has lost part of his empire.

Yet Shoe Lane’s finances are no different. Billy reveals to Martha, though without complete disclosure, in courting solicitors George Duggan (Indira Varma) and Micky Joy (Phil Davis) the importance of a job well done and a job well received being in the best interests of Shoe Lane. It’s not the first time that a Moffat legal drama has chambers seeking to impress a better standard of solicitor than they are used to, nor is it the first time in a Moffat legal drama that one of those solicitors represents an influential crime family. A distinction between Silk and North Square in this regard, however, is that in North Square the new chambers (mostly) pulls together to acquire a new profitable source of income, whilst in Silk Costello’s professional and personal integrity won’t allow her to feed her client to the wolves. We will be interested to see what story is told as a result of Martha’s unwavering dedication to her client’s interests first and foremost when the context of that dedication doesn’t involve a burglar, but an organised crime family.

With Martha’s ascension, we are introduced to new advocates for her to bounce off. Caroline Warwick QC, called ‘Lady MacBeth’ by her peers, and Shoe Lane’s Head of Chambers Alan Cowdrey QC are opposing counsel in Costello’s first trial as a QC. The relationship between Crowder and Costello isn’t advanced, but with the emphasis of silk in court now seeming to be the lofty heights of the independent Bar, we can hope that it will be. There are hints with Lady MacBeth courting Costello to potentially join Shoe Lane. Such an acquisition by Shoe Lane would surely demonstrate the chamber’s up and coming status – going from one QC to three – but it would also show that the stories Moffat and Silk will tell involve the intrigues of politics of chambers and the upper echelons of the Bar.

Those of us who watch legal dramas and are also interested in the law can often spot errors in procedure and substance. First and foremost, legal dramas are entertainment and not documentaries. In this episode of Silk, however, there is a glaring error that really cannot be forgiven, instead of explained away as a storytelling device, as errors often are. In his direction to the jury, the trial judge (Nicholas Jones of Kavanagh QC fame) tells the jury that they must find the defendant guilty. This is clearly inconsistent with the law as it stands today, R v Wang [2005] 1 W.L.R. 661.

Lord Bingham of Cornhill, delivering the judgment of the House of Lords says:

no matter how inescapable a judge may consider a conclusion to be, in the sense that any other conclusion would be perverse, it remains his duty to leave the decision to the jury and not to dictate … what that verdict should be.

It could be argued that the error in judgment was seeded to give grounds for appeal, but this argument falls away at the conclusion of the episode. That being said, the episode was entertaining. Martha has someone new to compete with, the politics of Shoe Lane moved up a notch, and Billy’s next move should maintain the intrigue that Moffat envisaged when he began Silk, as well as a compelling story being told about a simple man’s noble resistance to criminality and pain.

3. Nike’s acquisition of Umbro

The Headlines: ‘Nike swoops on Umbro for £285m’ The Telegraph, 23 October 2007.

Who’s involved: Baker & McKenzie for Nike Inc., Lovells (now Hogan Lovells) for Umbro plc.

Why you should know about it: Although this deal cannot compare to Bank of America’s acquisition in terms of influence, nor can it compare to HP’s acquisition in terms of value, it is nevertheless a very interesting transaction deserving a high spot on this list.

On 16 October 2007 Umbro made an announcement that it had been approached by Nike, who were interested in acquiring the Cheshire-based sports kit brand in order to expand its global leadership in football via Umbro’s strong presence in the world’s football market. Since its rapid expansion and audacious entry in the football market in the early 1990s, Nike has been involved in a head-to-head race for dominance with Adidas. As pointed out by Brand Rapport’s Nigel Currie:

There is an ongoing battle between Nike and Adidas to sign up the very top teams.

What Umbro had to offer was a strong relationship with England’s Football Association, with the diamond-shaped logo featuring on not only the England national team’s jerseys, but also those of Norway, Sweden, Glasgow Rangers and formerly Manchester United and Chelsea. The idea was to retain the Umbro brand, so that it could operate as an independent Nike affiliate in the UK market.

The Umbro board recommended the 193.06p per share cash offer which represented a 61 per cent premium to the 120p closing Umbro share price on 17 October. However, the deal was still subject to shareholder approval and lengthy competition clearance in up to 12 jurisdictions, all of which needed to be done within the Takeover Code timetable. This transaction was particularly attractive to the media due to England’s failure to qualify for Euro 2008, which had a negative impact on Umbro’s revenues. These along with several other issues made the deal very intriguing.

The Football Association had the option to exercise its contractual right to terminate the supply of kit agreement with Umbro in the event of a change of control. However, after negotiations led by Nike it choose not do so. Instead, the FA embraced the Nike – Umbro tie up, stating that it will ‘benefit from the marketing expertise and financial strength of Nike.’

Furthermore, since the deal was structured as a scheme of arrangement, it required a special resolution (75 per cent of the votes) to be approved by the shareholders. As a result, two of Nike’s biggest sportswear competitors in the UK market – JJB Sports and Sports Direct, who were also shareholders in Umbro – managed to raise their shareholdings to approximately 25% in order to block the deal. In spite of the increased scepticism in the press, skillful negotiations by Nike’s counsels – Baker & McKenzie – ultimately lead to the closing of the deal in March 2008.

This deal serves as an example of how both in sports and in business it is all about getting the job done. Despite the deal being considered doomed by the press, Nike were able to close out in dramatic fashion. A well-deserved #3 spot, indeed.

2. Google’s acquisition of Motorola

The Headlines: ‘Google snaps up Motorola Mobility’ Financial Times, 16 August 2011

Who’s involved: Cleary Gottlieb Steen & Hamilton for Google Inc., Dewey & LeBoeuf for Lazard Frères (Google’s financial adviser), Wachtell Lipton Rosen & Katz for Motorola Mobility Holdings Inc.

Why you should know about this: In these modern times where everything is done over computers and people cannot imagine life without their mobile phone (not to mention Facebook) it is seems appropriate that a huge high-tech acquisition should be placed near the summit.

On 15 August 2011 it was announced that Google intended to buy Motorola for $12.5 billion, consisting of $40.00 per share (a 63% premium on the closing price of Motorola’s shares on the NYSE). The offer was unanimously approved by the Motorola board.

It has been reported that the main reason behind Google’s interest in acquiring Motorola is the latter’s solid collection of 17,000 wireless patents. By analogy with sports (which is all about trophies and bragging rights) the IT business is all about patent rights. Needless to say, all the major players are in a hunt for more patents to add to their collection and the battles to obtain those is fierce, sometimes even lethal. For instance, Google was recently outbid by an Apple-led consortium which acquired 6,000 wireless patents from Nortel Networks for the price of $4.5bn. As a result of this deal, Google is expected to strengthen its shield to protect the Android system from further lawsuits from Apple, Microsoft and Oracle. Although it was not initially expected that Google would retain Motorola’s device business, there are now strong indications that the search engine company will use said business in the hopes of developing an integrated hardware/software platform that could compete with Apple. However, the irony lies in the fact that in its acquisition of a mobile handset manufacturer Google effectively will become a competitor to its business partners, such as Samsung and HTC, who are using the Android system. Nevertheless, it is believed that this acquisition will put Google and Apple in a race for dominance in the IT market, and therein lays the problem.

The deal is still subject to approval from the competition authorities in the United States and the European Commission, which have set a deadline on 13 February 2012 to decide whether to approve it. As reported in the Financial Times, the Android operating system claimed a staggering 48% of the global smartphone market in the last quarter.

In light of this, American consumer advocacy group Consumer Watchdog has decided to make life difficult for Google by sending a letter to the European Commission asking it to disallow the acquisition as it allegedly violates antitrust law.

The letter stated that Google controls ’95% of the mobile search market’ and that there was ‘evidence it is pressuring handset manufacturers to favour Google applications when using the Android operating system. Allowing the Motorola Mobility deal would provide Google with unprecedented dominance in virtually all aspects of the mobile world’.

In fact, the constant desire by powerhouses such as Apple and Google to upgrade their patent collections has been the subject of concern by the US Department of Justice and other competition authorities, as they have grounds to believe that these assets may be used in a way which may undermine fair competition in various markets.

In conclusion, this deal, although not cleared yet, is a must-know because of its immediate and future impact on the global IT market. In fact, one might argue that it is a modern day version of the Exxon Mobil merger (#5 on the list). As the world has developed in the last 15 years, Big Oil has effectively given way to Big IT.

 1. Kraft’s acquisition of Cadbury

The Headlines: ‘Cadbury and Kraft agree £11.6bn deal’ Financial Times 18 January 2011.

Who’s involved: Clifford Chance for Kraft Foods, Slaughter and May for Cadbury.

Why you should know about this: There are several ways to measure a corporate deal: value, press coverage, influence on the consumer, attractiveness of the product involved, drama, and degree of difficulty are among the main ones. Well, this deal has all of these characteristics, but the one which really stood out was impact. The impact of this transaction would not only be limited to the consumer or the UK’s food market.

On 7 September 2009 an announcement was made pursuant to Rule 2.4 of the City Code on Takeovers and Mergers that Kraft was interested in buying Cadbury for 745p per share (consisting of 300p in cash and 0.2589 in Kraft shares). This was rejected by the Cadbury board. This announcement is called an announcement of a possible offer, and as per Rule 2.4 it does not oblige Kraft (the bidder) to make a firm offer. In contrast, once an announcement of a firm intention to make an offer (Rule 2.5) is made the bidder is obliged to make an offer. Since this was a hostile takeover situation, Kraft’s announcement of a possible offer had put Cadbury into a difficult position. Taking into account the media speculation, such an offer creates an uncertainty for the target company, and since once rejected by the board it is put directly in front of the shareholders this may pressure the board to engage with the bidder and come up with a deal.

Thus, such announcements are often perceived as unconscionable since, firstly, they put enormous pressure on the target company and, secondly, in contrast to announcements under Rule 2.5 they generally do not trigger a period of deadlines where the bidder has to make an offer. However, the Code permits the target company to request the Panel on Takeovers and Mergers to impose a deadline on the bidder to either make an offer or recant. This is known as the put-up or shut-up deadline. If the bidder does not make an offer within the deadline, he will be restricted from making another offer for a period of six months.

On 30 September it was announced that Kraft had until 5 pm on 6 November 2009 to make a firm offer. Dramatically, four hours before the PUSU deadline Kraft made a firm intention announcement to make an offer for the same price. This started another time period of 28 days within which Kraft had to make the offer. Kraft issued the offer on the last possible day – 4 December 2009. However, the American company also took advantage of the provisions in the Takeover Code which effectively allowed it to make amendments to the offer until 19 January 2010. Not surprisingly, the final offer was made on that same day.  In order to make amendments to its offer and add more favourable terms to the target shareholders, Kraft had sold its frozen pizza business.

On the other hand, Cadbury had issued two defence documents against Kraft’s bid. As a result, the collective perception was that the takeover would remain hostile to the end and subsequently fail. However, 15 minutes before the 19 January deadline the final offer was issued, which stated that Kraft would buy Cadbury for 840p per share (500p in cash and 0.1874 Kraft shares).  This offer was recommended by the board, and due to the retraction of other companies with potential competing bids, it was approved on 2 February 2011.

The chocolatier acquisition’s most significant impact, as far as lawyers are concerned, was being the ‘inspiration’ for the change in the Takeover Code. The Panel of Takeovers and Mergers implemented the new code on 19 September 2011. Among the main changes are: shortening the PUSU deadline and the offering of some form of protection for employees who are affected by the transaction. Whenever a transaction has the effect of changing the way future M&A deals are performed in the Square Mile, it most certainly deserves the top spot in any ranking. Therefore, this deal is a must-know for any aspiring wannabe commercial lawyer, especially those who are fans of Cadbury’s wide variety of tasty chocolates.

6. Lloyds’ acquisition of HBOS

The headlines: ‘Lloyds seals rescue deal for HBOS’, Reuters, 18 September 2008

Who’s involved: Linklaters for Lloyds TSB Group

Why you should know about this: It is a somewhat natural transition from one credit crunch driven acquisition across the continent to another, local, one. Once again, the collapse of Lehman Brothers had an effect on this deal, as Lloyds TSB (as it was called at the time) were endeavoring to acquire HBOS – the holding company of Halifax and the Bank of Scotland – in order to save it from its own inevitable collapse.

The proposed acquisition, announced on 18 September 2008, promised to create the biggest financial services provider in the UK. In a business sense the transaction was valuable in terms of exposing Lloyds to the commercial property market, as well as expanding its residential mortgages portfolio, since Halifax is known to be the biggest provider of residential mortgages in the UK.

The deal was concluded on 19 January 2009. In order for the deal to be completed 75 per cent of HBOS shareholders had to vote in favour of the deal. This so called ‘special resolution’ was approved on 12 December. In contrast, Lloyds TSB needed only a 51% vote in favour (an ordinary resolution). In addition, the UK government had to effectively waive any competition law issues which would normally be taken into account in such a big transaction. Although the terms of the deal suffered several variations, it was finally agreed that acquisition would be made for £14.2 billion, at a value of 0.605 of Lloyds TSB shares for every HBOS share. In addition, the deal had to be implemented by means of a Scheme of Arrangement under sections 895-9 of the Companies Act 2006.

Almost a month after the deal was completed, Lloyds Banking Group revealed losses of £10 billion at HBOS, £1.6 billion higher than Lloyds had anticipated in November due to the poor housing market conditions. In consequence, Lloyds’ share price on the LSE dropped by 32 per cent. As a result of its higher-than-expected debts, Lloyds Banking Group incurred a £4 billion loss in the first half of the year. In fact 80 per cent of Lloyd’s soaring bad debts were caused by HBOS.

This transaction has been particularly critisied by the media and financial experts, and serves as an example that not every deal is for the best. Compared to the BA/Merrill tie up (see Part 1), there was not the same amount of pressure from Government on the buyer. However, it is still an example that in critical situations, the Government can intervene in an influential corporate transaction. In this case it did so by rendering any competition law elements irrelevant.

5. ExxonMobil merger

The headlines: ‘Exxon, Mobil mate for $80B’, CNN Money, 1 December 1998

Who’s involved: Hogan & Hartson (now Hogan Lovells International) for Exxon Group Ltd

Why you should know about this: Although it has been over 12 years since completion, this merger is still significant due to the fact that it created the third largest company in the world at the time; today the largest by market cap and the largest publicly traded company. At the time of the transaction the world press speculated significantly on its implications, arguing that as a consequence the oil industry would be heavily monopolized. They weren’t wrong.

The deal featured the world’s largest energy group, Exxon, acquiring the second biggest US oil and gas company, Mobil. Combining $247 billion of total market value, this deal created the largest industrial company in the world, and the third largest company behind GE and Microsoft. Mobil shareholders were given 1.32 Exxon shares for each Mobil share.

The deal was a resounding response to the ever increasing competitiveness in the industry. The drop in oil prices at the time, along with the need for efficiency forced, some of the major players in the market to seek tie ups. The most notable example was British Petroleum’s $54 billion acquisition of Amoco which created the third largest oil and gas company in the world.

The irony of this deal lies in the fact that it brought together two of the largest parts of John Rockefeller’s powerhouse Standard Oil Co., which was split apart in 1911 by the United States Supreme Court due to competition concerns.

When discussing a deal of such a large scale there will always be commentators who shout: ‘What about the consumer? How will he be affected by a deal that creates a huge monopoly that can dictate the prices in its own industry?’ That is exactly what the US Federal Trade Commission and the European Commission were concerned with when they heard about this deal. Needless to say, this transaction attracted heavy opposition both in the US and, especially, Europe. Under European Union competition rules, the Commission could veto transactions that strengthen a dominant position in EU markets even if the companies were from outside the EU. As a result, both Exxon and Mobil had to agree to dispose of large parts of the new business. Among the divestitures, Exxon agreed to scrap an option to buy gasoline stations from Tosco in Arizona, divest its Benicia, California refinery and its jet turbine oil business, and stop selling diesel fuel and gasoline in California under the Exxon name for at least 12 years. In total, 2,400 stations across the US were sold, making it the largest divesture required by the competition authorities. In addition, the merger resulted in 9,000 job losses around the world. In spite of the many hurdles, the deal was a huge success.

A decade later the ExxonMobil corporation made another significant leap, through a key acquisition of XTO Energy for a price of $31 billion. The ExxonMobil merger is a good example of the sacrifices companies need to make in their pursuit to be the best.

 4. T-Mobile’s joint venture with Orange

The headlines: ‘Norton Rose joins CC on Orange’s T-Mobile merger’, The Lawyer, 8 September 2009

Who’s involved: Clifford Chance for Deutsche Telekom (parent company of T-Mobile UK) and Norton Rose for France Telecom (parent of Orange UK)

Why you should know about this: Has anyone noticed the lack of T-Mobile and Orange shops in the high street? Instead, you can often see a bizarre sign proclaiming ‘Everything Everywhere’. What you may have read in the press to be a merger between the two is actually called a joint venture. Put in other words, a business agreement between two or more parties made for a specific project in which the parties put equity and share the profits. Although sometimes hard to distinguish, it can be said that the main difference between a joint venture and a merger is that mergers are permanent and cover all areas of the business while joint ventures are designed for a specific project. Also, while in mergers the two companies form one, in joint ventures the two companies actually establish a new company in which they invest equity. This company is called a joint venture vehicle. ‘Everything Everywhere’ is the JV vehicle in this case.

The deal, which was finalised on 1 July 2010, created the UK’s largest mobile phone network with a 37 per cent share of the UK mobile market – overpowering Telefónica’s O2 (27 per cent), and Vodafone (25 per cent). According to lawyers acting on the deal, T-Mobile was being squeezed in the market by competitors and found it hard to keep up with technological developments. The introduction of fourth generation mobile technology was an investment that T-Mobile could not make on its own.

The most important part of the deal was said to be the network coverage advantages. T-Mobile and Orange customers could sign up for the free roaming service. Once registered, their phone will automatically switch from one network to the other when it loses signal. Moreover, this tie-up can be argued to be an effective synergistic alliance in its own part. T-Mobile and Orange have said that as a result of merging networks and information technology, shifting more distribution to their own shops, and cutting administration costs, annual savings will be generated of approximately €510 million from 2014.

The intriguing part of the deal was that it was initially intended to be a cashless transaction since both companies were believed to be of equal value. However, it was subsequently discovered that T-Mobile was actually worth less than Orange. As a result, lawyers had to find an innovative way to push the deal through. They used an instrument called a rebalancing loan as part of the arrangement to compensate Orange shareholders. France Telecom had to include £1.25 billion of intra-group net debt in order to equalise the value of the JV contributions. On the other hand, Deutsche Telekom had to grant a £625 million shareholder loan, used to reimburse £625 million to France Telecom to re-balance the transaction.

As a result, all 30 million T-Mobile or Orange customers are effectively now customers of the joint venture vehicle Everything Everywhere.

SOGA is a very useful tool for contract lawyers. As the terms are implied in their form in the Act, and interpreted in accordance with established case law, they are easy to prove and scope; you are not arguing about what a drafted term means. It is important to note that SOGA implies these terms as conditions; that is, breach of a SOGA term would be considered a fundamental breach going to the heart of the contract. However, SOGA limits where a non-consumer buyer may reject goods for breach in certain circumstances.  SOGA terms can be limited or excluded but this is governed by UCTA.

There are a number of terms that SOGA implies into a contract. I am not going to go through all of them, but will look at a couple of the key concepts: correspondence with description (s. 13), satisfactory quality (s. 14(2)) and fitness for purpose (s. 14(3)). There are terms that relate to delivery, the legal status of the goods, and many other areas, but in reality the majority of arguments boil down to the goods not being what was intended or not being of sufficient quality.

Sale by description (s. 13)

A sale by description is any sale in which there is a description to ascertain the goods. However, SOGA states that a situation where the buyer selects a displayed item is not prevented from being a sale by description. Therefore, someone selecting a packaged shirt and tie with a described size from a clothes shop, or an item from a supermarket, may still be a sale by description.

The courts have sought to restrict the overlap of sale by description and satisfactory quality, so not all words that describe the goods may actually form the contractual description. It is difficult to predict what would be included; the modern trend is to restrict the approach, limiting the description to the words which the parties intended to identify the goods. Care should therefore be taken when describing an item from a seller’s point of view, as it may unintentionally form part of the contract.

The words forming part of the description when the goods are sold must exactly correspond to the goods in question. Any deviation will be a breach of the implied s. 13 condition, entitling the buyer to reject the goods, terminate the contract and sue for damages. In some cases it will be clear where the goods do not correspond to the description; a red motorcycle, for example, is certainly not a black car. However, these are not the circumstances that make case law, and legal arguments usually arise where the distinction is more subtle. There are a number of cases that show the courts’ approach to this – it is important to remember that s. 13 is often construed narrowly where s. 14 may apply. Liability for breach is strict; there is no room to argue a defence.

Quality and fitness (s. 14)

Unlike s. 13, s. 14 only applies in the course of business and not to purely private sales. This relieves the private seller from having to ensure quality or fitness for purpose which he may not have the expertise to guarantee. You may have to analyse whether a sale is in the course of business or not. In Stevenson v Rogers [1999] 1All ER 613, the courts held that sale of a trawler by a fisherman (who was in the business of being a fisherman) to another fisherman was in the course of business. The fisherman was not in the business of selling trawlers but nevertheless the court held it was sold in the course of business. Older cases have had a narrower interpretation; it is likely that this will depend on the circumstances of the case. In an exam situation, if it is not clear cut it will be important to raise this point, but perhaps suggest you require more information or that it will be at the court’s discretion. It would be a bit of a gamble to decide that s. 14 does not apply and therefore not include it in your answer!

Satisfactory quality (s. 14(2))

SOGA defines goods as of satisfactory quality if they meet the standard that a reasonable person would regard as satisfactory, taking account of any description of the goods, the price (if relevant) and all the other relevant circumstances. Logically, price and description do have a bearing: you would expect a ‘brand new’ car costing significantly more than a ‘used’ car of the same model and make to be of higher quality. Branding will have an impact on this as well; a reasonable person may expect the quality of a pair of shoes from Clarks to be higher than a corresponding pair of shoes from Primark.

Section 14(2B) provides a non-exhaustive list of factors that should be taking into consideration when assessing satisfactory quality:

• Fitness for common purposes. The test established is that goods must be fit for the purpose or purposes for which they are commonly bought. However, where more than one common purpose exists, goods will be of satisfactory quality if they meet only one, putting the onus on the buyer to make the seller aware if there he has a specific purpose in mind.
• Appearance and finish. These are probably more relevant to new goods, and to consumer contracts as opposed to business-to-business sales.
• Freedom from minor defects. This is a concept which is not defined by SOGA and will depend on the case. It is not intended that a minor defect will render goods unsatisfactory, but it is not clear how many defects, or what nature of minor defect, would do so.
• Safety. Where goods are missing a key component required for safe operation, or where there is deviation from a specification in such a way that is rendered unsafe, it is likely to be unsatisfactory quality. However, goods are not unsatisfactory just because they could have been made safer. A bunk bed is probably unsatisfactory if it does not have a safe ladder, but it probably will still be satisfactory if the rail on the top bed stopped you falling out but could have been higher.
• Durability. Goods should be reasonably durable, which is to say that they should be of a quality on delivery that will ensure they remain usable for a reasonable period. What constitutes a reasonable period will depend on the circumstances and all of the above factors. This relates to the quality at the time of supply; if the goods fail sooner than expected due to another factor, such as extreme weather or misuse by the buyer, then this would not necessarily be a breach.

Other relevant factors could be the extent of remedial work required to fix a defect, packaging or instructions could also be relevant.

Goods must be of satisfactory quality when the risk in the goods passes from the seller to the buyer, but latent defects discovered later may also render goods unsatisfactory. However, SOGA states that any matter that is specifically drawn to the attention of the buyer before the contract is made, that should be revealed by an examination of the buyer where the buyer inspects before the contract is made, or any matter which would have been apparent from inspection of a sample where sold by sample, is excluded from satisfactory quality. It would therefore be important to advise a buyer to take the time to inspect goods properly in order that he is not stung further down the line.

Fitness for purpose (s. 14(3))

This section of SOGA implies a condition that the goods are supplied reasonably fit for the specific purpose of the buyer. This condition is only implied where the buyer makes it known to the seller, either expressly or by implication, that the goods are for a particular purpose, except where it is unreasonable for the buyer to rely on the skill or judgement of the seller. Therefore where the buyer informs the seller he intends to use the goods in a certain way, in conjunction with other goods, or where this intention is apparent from the situation, the goods must be fit for that specific purpose. For example, where a seller knows the buyer is a farmer buying for his farm, supplying ploughing machinery not of agricultural grade is likely not to be fit for purpose, even if it could be used to plough.

The particular purpose indicated by the buyer does not have to be abnormal – he could indicate he intends to use the goods for their normal purpose and still rely on s. 14(3). The goods have to be reasonably fit for purpose, therefore the more specific and narrow the buyer describes his purpose, the more closely the goods will have to fit that purpose. It will be important for the buyer to be as explicit as possible: asking for Canon printer cartridges for a particular model of printer will require a closer fitness for purpose than simply requesting Canon printer cartridges.

Section 14(3) requires the buyer to reasonably rely on the seller’s skill and judgement. This will be easily satisfied in many circumstances; consumers buying from retailers and anyone buying from a manufacturer will usually be said to rely on them.  However, if the buyer’s purpose is insufficiently communicated he potentially may not be reasonably relying on the seller’s skill and judgement: the seller is not a mind reader!

Where a buyer supplies a specification, he will rely on the seller to produce the goods to the specification. The buyer will be relying on the seller to use components that are fit for purpose, but not that the end result will be. Where a specification is silent, the buyer will be relying on the seller’s judgement.

Consequences of breach

If goods supplied do not conform to the terms of the contract, the buyer may claim damages. If the term broken is a condition, the buyer may reject the goods and terminate the contract, provided the buyer has not accepted the goods. Alternatively, the buyer may elect to keep the goods despite the breach of contract. If he does so, he will still be entitled to claim damages. Where the buyer is a consumer, and there is a breach of an express term or a term implied by ss 13–15 of SOGA, he may have the right to require the seller to replace or repair the goods, or to reduce the contract price.

Exclusion of the implied terms

As a result of the scope of SOGA, very often sellers will try to limit or exclude the clauses. Express terms relating to quality, purpose or the description will reduce what is implied by SOGA and the seller could include a clause excluding all implied terms. However, any limitation or exclusion of the implied clauses will be governed by the Unfair Contract Terms Act 1977 and by common law.

The common law rule is that any exclusion or limitation will be interpreted contra proferentem, that is, against the party seeking to rely on it. Therefore any ambiguity in a clause limiting SOGA will be construed narrowly, potentially exposing the seller to liability.

UCTA prevents s. 12 of SOGA being excluded at all. Sections 13–15 cannot be excluded where the buyer deals as a consumer, and in other cases the exclusion must satisfy the test of reasonableness. It is actually a criminal offence (under the Consumer Transactions (Restrictions on Statements) Order 1976) to exclude the statutorily implied terms or restrict liability for their breach in a consumer contract. It would be advisable to have a proviso on an exclusion clause so that it does not apply where the buyer is a consumer, to offer some protection to the seller.

For the exam, it will be important to have a real understanding of how the implied terms interact and how they are interpreted. I would expect at least one of the questions to have a SOGA element and usually these will be an area where interpretation will depend on the circumstances. I recommend looking up a number of cases, as recent as possible, where the question of the fitness for purpose, quality or description was settled, and having these to hand. There will be some examples in your textbook, but these may not correspond very well to the scenario you are set. Go through each section of SOGA methodically, to ensure you don’t miss anything, even if the question is clearly a fitness for purpose situation. The terms often overlap, and it might be possible to argue more than one!

SOGA is really a crucial piece of any contract lawyer’s arsenal and really any lawyer who deals with business. I have come across SOGA-type arguments in the context of insolvency, construction and marine law as well as commercial. It is very useful to have the SOGA terms at the back of your mind when reading any contract of sale or supply – they are key to that contract’s interpretation and will have some impact on the advice you give your client.

If you liked this post please comment below and if you have any questions you would like me to tackle in the LPC Survival Guide email me amy.dimond@thestudentlawyer.com or tweet me @Amy_Dimond

10. Hewlett Packard’s acquisition of Autonomy

The Headlines: ‘Raft of transatlantic elite firms act on HP’s $12bn Autonomy bid’, The Lawyer, 19 August 2011

Who’s involved: Slaughter and May, Morgan Lewis & Bockius for Autonomy, Gibson Dunn & Crutcher, Freshfields Bruckhaus Deringer, Drinker Biddle, Skadden Arps Meagher & Flom for Hewlett Packard

Why you should know about this: Never mind the fact that this £7.1bn deal is the largest ever in the technology sector, in this situation it is not the deal which is important per se, as much as the decisions made by Hewlett Packard’s board prior to the acquisition. The offer itself was for £25.50 per share in cash at a 79 per cent premium (or in other words 79 per cent more than the market value of the shares on the day). Needless to say, it was unanimously recommended by the Autonomy board.

But let us rewind back in time. HP’s chief executive officer at the time, Leo Apotheker, decided that it would be a good move for the company to quit the hardware market and focus exclusively on software production. Apotheker decided to close HP’s Palm Web OS tablet and smartphone unit and sell its PC division.

Needless to say, investors were not happy with that move. HP is particularly known for the high quality of its hardware systems. Speculations before the deal itself had a significant impact on HP’s shares. Add to that the concerns about the shaky price offered for Autonomy, and you have HP stock sinking faster than an anchor (from a 52 week high of $49.39* in Mid-March to a 52 week low of $21.50* in the end of September) and taking Apotheker’s credibility to the bottom of the ocean along with it.

In fact, according to Reuters, this move was ‘the centerpiece of a botched strategy shift that cost Apotheker his job’.

*Hewlett Packard’s share prices represent their index on the New York Stock Exchange (HPQ; NYSE)

9.  Ocado’s IPO

The Headlines:  ‘Ocado is stacking up to be biggest flotation of the year, but no bargain’, The Guardian, 6 July 2010

Who’s involved: Allen & Overy for the underwriting banks: Goldman Sachs, JP Morgan Chase and UBS

Why you should know about this: Biggest flotation of 2010, but stay away from it! That was the label put by the media and financial experts on Ocado’s debut on the London Stock Exchange, which went live on 21 July 2010 at a price of 180p a share. Ocado was valued at £937 million.

Allen & Overy called it ‘especially interesting since the company had yet to make a profit’. Intriguing aspects of the deal included the offer from the company to its employees to sell any shares they owned at the point of the flotation, and to give certain customers and employees the opportunity to invest. From a legal point of view, this meant creating structures for the sale of shares and options.

The company’s share price quickly fell to close at 167p. On 21 July 2011, a year after the deal, it was trading at 190p, marking a 5.5 per cent increase on its initial listing. Approximately £200 million was raised in new equity and Ocado was making profit.

Aside from the deal, let us now break down the terminology: an Initial Public Offering (IPO), also known as flotation, is when a company offers its shares to the public for the first time. Needless to say, it involves a lot of work for lawyers, such as due diligence (kicking the tyres) to find out the strengths and weaknesses of a company.

If you have read thousands of insight articles in Lawyer 2B, but still are not quite sure what a Magic Circle lawyer practically does, it is strongly suggested that you look up Ocado’s prospectus and have a quick flick through this 300 page document. As a result, you would have an appreciation for the importance of a trainee’s work. Put it this way: you may find due diligence a daunting and boring exercise, but get it wrong and you will have a prospectus with false and misleading information.

Say, for example, an investor wants to buy a significant proportion of shares after he reads the prospectus, because he is convinced that there is nothing that might undermine his investment. Unfortunately, the company’s articles of association state that dividends might be deducted or replaced by debentures if the company’s financial results do not fall within a certain threshold. You might have forgetten to disclose this information in the prospectus because it was 3 o’clock in the morning and you were tired. The problem being that the investor wants his dividends no matter what, and he is prepared to take legal action to recover them – oops!

Moral of the story: this job is not for everyone!

8. Liverpool FC’s acquisition by New England Sport Ventures

The Headlines: ‘NESV completes Liverpool deal’, Financial Times, 15 October 2010

Who’s involved: Shearman & Sterling for New England Sports Ventures, Slaughter and May for Liverpool FC’s board, Freshfields Bruckhaus Deringer for Royal Bank of Scotland (in relation to the claim against Hicks and Gillett), Baker & McKenzie for Liverpool FC’s board (in relation to the Texas restraining order), Clifford Chance for Barclays Capital (acting as Liverpool’s financial adviser)

Why you should know this: Winter 2010 was an exciting season for corporate lawyers and sports fans as it featured the sale of one of the world’s most prominent and successful football clubs. Judged on value alone, this £300 million takeover is considered average for City standards.  However, according to The Lawyer this did not preclude half of the largest City law firms fighting for a bite of the cherry.

Again, it is not so much the deal that is important per se, as much as what preceded it. The nine-day saga, which could make even George Lucas jealous, started on 6 October 2010 when the board of Liverpool FC confirmed that they had accepted a £300 million offer from New England Sport Ventures. NESV already had a proven track record in sports, being the owner of American baseball franchise Boston Red Sox as well as New England Sports Network, Fenway Sports Group and Rousch Fenway Racing. The Liverpool owners at the time, Tom Hicks and George Gillett, strongly opposed the sale as they firmly believed that it ’’dramatically undervalues the club’’ and the board had failed to consider better alternative bids. As a result, they had to make bold moves such as sacking managing director Christian Purslow and commercial director Ian Ayre, and replacing them with their own protégés.  On the 8 October, an injunction was granted to prevent Hicks and Gillett from making further changes to the board.

The hearing was on the 12 October 2010. [1] It included RBS (who acted as the financer contributing a total of £237 million to Hicks and Gillett’s leveraged buyout of Liverpool back in 2007) appearing as the plaintiff in a claim for breach of contract against Hicks and Gillett.

Previously, in September, RBS had stated that they would offer a short term loan extension to allow time to find a buyer of the club which was in heavy debt. The sale had to be completed before 15 October in order to avoid the club going into administration and having points deducted in the Premier League. The very next day an injunction was granted against Hicks and Gillett, stopping them from vetoing the sale since this would be a breach of their contract with RBS. However, the savvy Americans responded swiftly and were able to obtain an injunction from a Texas State District Court, a tactic which was used to potentially delay the sale of the club. This was challenged in the High Court the following day.

An anti-suit injunction was granted by Mr Justice Floyd against the former owners of Liverpool FC, preventing them from continuing proceedings. Finally, on 15 October, Hicks and Gillett voluntarily lifted the restraining order and the takeover by NESV was completed, saving the club from going into administration and being penalized by the Premier League – a dramatic victory which could only be compared to the one against AC Milan back in 2005.

7. Bank of America’s acquisition of Merrill Lynch

The Headlines: ‘Bank of America takeover to end independent Merrill’, Reuters, 15 September 2008

Who’s involved: Wachtell, Lipton, Rosen & Katz for Bank of America, Shearman & Sterling for Merrill Lynch

Why you should know about this: Once upon a time there were two brothers – Lehman and Merrill. Lehman and Merrill were both very successful investment bankers and financial advisers. In fact, they were among the very biggest in the world. Unfortunately, the subprime mortgage crisis was very hard on both Lehman and Merrill. Their businesses slowed down, their profits started to fall and their friends started to desert them. Fast forward to early September 2008, and both Lehman and Merrill were within days of collapsing and bringing the US economy down with them. As a result, the US government desperately tried to find a way to save at least one brother.

On Sunday 14 September 2008 The Wall Street Journal reported that Bank of America had acquired Merrill Lynch for $50 billion, or $29 per share (in Bank of America shares). This price represented a 70.1 per cent premium over the closing price on 12 September, the last trading day of Merrill on the New York Stock Exchange.  However, comparing to the bank’s pre-financial crisis stock price, it represented a 61 per cent discount.  Thus, within one year Merrill’s shares had devalued by a shocking 81.2 per cent

Merrill’s bigger brother Lehman filed for bankruptcy the very next day, after the US government was unable to find a merger partner for it. Although Bank of America was reportedly also in talks to purchase Lehman, they subsequently abandoned it due to lack of government support.

At the time, Bank of America was allegedly under enormous pressure from the US government to save Merrill. If it did not, it risked undermining its relationship with federal regulators.

In January 2009, Bank of America released shocking results – a $21.5 billion operating loss in the fourth quarter along with a stock price of $7.18, the lowest for 17 years. Bank of America had a market capitalization of $45 billion at the time. This was less than the $50 billion offered for Merrill four months earlier, with a mind-blowing $108 billion decrease in its market cap from the day the merger was announced.

Nevertheless, it did not take a lot of time for Merrill to pick itself up. By the end of quarter one in 2009 it had generated a solid $3.7 billion of a total $4.2 billion in profit. Today, Merrill is the wealth management arm of Bank of America and represents BA’s most precious asset according to Forbes.

Makes a great American story!

[1] Royal Bank of Scotland (RBS) v Hicks and Others [2011] EWHC 287

Here are a few of my own thoughts after having sat my first mid-term in January, as well as some other suggestions from the editorial team here at The Student Lawyer:

Tip #1: Get cosy with your statute books. If you’re allowed to take one in, make sure you do. In moments of panic, being able to refer to some solid text can help to reground you, calm you down and remind you of key words or tests that need to be applied. If you’re allowed to highlight them, do so. I make sure I highlight the name of the Act in the running header so I can flick through and quickly find what I want. You could also highlight the ones you’ll need in the contents list. If you’re using a combined contract and tort statute book, then (if more than one colour is permitted) use a different colour for each. If you’re not allowed to highlight, find out if you can underline or use sticky tags to help you navigate quickly. Get familiar with the layout, whatever it is. Don’t let the exam be the first time you refer to the book otherwise you may not be able to find what you’re looking for, e.g. in Blackstone’s Statutes for Tort, Contract and Restitution, the Unfair Terms in Consumer Contracts Regulations 1999 appear towards the end, in delegated legislation, not in the main section!

Tip #2: Find out if you have reading time. In my first mid-term exam, a lot of students weren’t aware that we could enter the room early and have up to 15 minutes of discretionary reading time. This information was to be found if you had thought to look for it. If you’re not sure, check. Those extra minutes can be invaluable for deciding which questions you’ll answer and for coming up with a structure in your head that you can quickly jot down, as soon as you’re allowed to pick up your pen.

Tip #3: Pens. Bring them. More than one. Murphy’s Law says that if you take in your one lucky, favourite, trusty pen, it WILL run out. Need a pencil? Bring a retractable one with spare leads or a sharpener. Basic stuff, I know, but in the pressure leading up to the exam, this is just the sort of thing that might slip your mind.

Tip #4: Start out with a plan. While you can’t exactly predict the questions that are going to appear, there are some definite known factors. For example, you should know how many essay and/or problem questions there will be on each paper. There may even be topics that have appeared in every single past paper. Make sure you’re prepared especially well for these ones. It can help to have an idea of your strengths, or the topics you’ve prepared well for that would suit an essay question. In my criminal mid-term, I was confident there would be a mens rea/strict liability question, and I also knew that it was most unlikely to be a problem question, so as soon as I spotted it on the paper, I knew that would be one I’d write. There may well be other types of question that are particularly well suited to essays, such as defamation in Tort, where you can turn up to the exam with a strong outline already in your head. This will save you on thinking time! If, however, you open the booklet and these questions don’t appear, don’t dwell on it; move on quickly. It’s good to have a strategy, but be prepared to be flexible too.

 Althea Brooks – Editor-in-Chief, 1^st year Graduate Entry LLB

 Tip #5: Read it through. Read the paper thoroughly before you begin writing any answers. Flick through every question and jot notes of the key things that each question covers to get your brain running through those areas. You might remember something you have just read outside the exam room, but have forgotten it by the time you reach answering the question, so this can really help.

Tip #6: Lead with your strengths. Start with a question on an area you are particularly confident with. This will get your brain ticking over, gets you into the writing mood, and will make you feel more confident for the questions you aren’t so sure about.

Tip #7: Take regular breaks. Exams can often be three or four hours long, and even longer if you have extra time. Whenever your find yourself hesitating for more than a few seconds, take that as a cue that your body needs a break. Stretch your legs with a walk to the toilets, splash your face with some water and have a quick drink of water (and a snack, if you are allowed to take food in). Then crack on again.

Emily McQuilkin – Editor, BPTC student

I’d like to reiterate Emily’s Tip #5. Last year, I didn’t read that one of the questions I had answered was answer a AND b, and didn’t realise until it was too late. Dumb mistake, so read the question!

Tip #8: Drink water. It’s usually a rule anyway, but take in a bottle with a sports top only, so there’s no risk of spillages. It’ll keep you alert.

Tip #9: Keep it together. It’s okay to have an initial panic, but get it out of the way and move on as quickly as possible. Every minute is precious.

Tip #10: Aim to leave some time at the end. If you can manage it, leave some time before the end of the exam to read over your work. You are writing a huge amount in a very short time, so there is a tendency to miss out words when you’re rushing.

 Liz Garlick – Content Manager, 3rd year LLB student

We hope you found this exam revision series useful. If you have any of your own tips, or have found any of these suggestions particularly helpful, please add some comments to share with our other readers. Good luck in your exams!

There are some basic guidelines regarding jurisdiction for divorce in the courts of England and Wales. To petition here one of the following must be apply:

• Both parties are habitually resident in England/Wales at time of petition;
• England/Wales was place the parties were last habitually resident and one of them still is;
• Respondent is habitually resident in England/Wales at time of petition;
• Petitioner is habitually resident in England/Wales and has been so for at least one year immediately prior to petition;
• Petitioner is domiciled in England/Wales and has been habitually resident there for at least six months prior to petition; or
• The Petitioner and Respondent are both domiciled in England/Wales.

As can be seen above there is a distinction made between ‘domicile’ and ‘habitual residence’. In the jurisdiction of England and Wales, ‘domicile’ has a different legal meaning to its commonly accepted dictionary definition. The legal meaning is not enshrined in statute but has developed through case law. Everyone does have, at any given time, one domicile. Your domicile is first determined at birth (your domicile of origin) by reference to your parents domicile (if they are married you take your father’s as it is at the time of your birth) – this domicile of origin is never completely deleted but can be usurped by choice. In order to acquire a new domicile, by choice, you must take up residence (actual physical inhabitance) in a different country. Your inhabitance in this new country must not be fleeting and must be seen as more than just visiting (of course, when dealing with ultra high net worth individuals they will often ‘inhabit’ various different countries at any given point in their life – in this scenario it is their ‘chief’ residence which will count). Further to inhabitance there must also be an intention to reside in the new country permanently and indefinitely (being imprisoned abroad does not lead to the acquisition of a new domicile of choice – I must pay particular thanks to PLC for noting that the premier case on this point is Re The Late Emperor Napoleon Boneparte [1853] 2 Rob Eccl 606). Both the inhabitance and the intention must be in place at the same time to confirm a new domicile of choice. In the interest of full disclosure it should be noted that it is also possible to have a domicile of dependence – however this is only applicable to people under 16 years of age or those with mental disability.

‘Habitual residence’ was the bone of contention in the case of Pyrros and Elizabeth Vardinoyannis. Elizabeth petitioned in England claiming that at the time of petitioning she was habitually resident in England/Wales and had been so for at least one year immediately prior to petition. Pyrros however sought to divorce in Greece and claimed that Elizabeth had not been habitually resident here for 12 months prior to the petition as she had spent months in Crete and Switzerland. The High Court found in favour of Elizabeth that she was able to petition here and Pyrros appealed to the Court of Appeal. Lord Justice Thorpe noted that the Vardinoyannis family were ‘multinational’ and that the couple were living a ‘protracted modern version of the 18^th century Grand Tour’. Indeed jurisdictional issues were always going to arise should this couple ever have sought divorce – Elizabeth, originally from Brazil, was schooled in Switzerland and the US before attending university in Paris, an art course in London and working at a gallery in New York, whilst Pyrros (clearly the less adventurous of the two) is originally from Greece but grew up in Switzerland and was educated in the States – the couple met in St Tropez, of course.

The Court of Appeal dismissed the appeal on the grounds that ‘the requirement of European law does not stipulate for her presence, but only for her residence here’ and that ‘the reality is that the Petitioner’s residence base was, throughout the material time, in London’. The case often visited with regards habitual residence in divorce proceedings  is Marinos v Marinos [2007] EWHC 2047 (Fam). In this case Munby J found that to qualify, an individual would need to show ‘habitual residence’ on a particular day and residence (not necessarily to be habitual) for the relevant period. Further, the test for determining your ‘habitual residence’ should be the place you have established a permanent or habitual ‘centre of interests’.

Satisfaction of any of the given criteria gives the courts of England and Wales jurisdiction to hear a matter, although it does not mean that the divorce will certainly be heard in this forum. Council Regulation (EC) No 2201/2003  (known as Brussels II Revised) deals with jurisdictional issues between member states and where the divorce can be heard in more than one state (excluding Denmark) it will be correct to hold proceedings within the jurisdiction first petitioned. Of course it is this that leads to ‘jurisdiction races’ where each party rushes to issue a petition in their favoured jurisdiction before their spouse. Should one party petition outside of the Brussels II Revised zone, then there are no fixed laws set to deal with the situation. It is likely that the overseas petitioner will seek to have the England/Wales proceedings ‘stayed’ – the courts will decide if they think that the proceedings should, on analysis, be heard overseas or by them. That is not to say the courts of the competing jurisdiction will agree with the English courts decision. In the recent case of Golubovich v Golubovich [2010] EWCA Civ 810 the Wife sought to divorce in the courts of England and Wales whilst the Husband petitioned in Russia; the English courts eventually decided to uphold the divorce granted in Russia as it was the ‘correct forum’.

It should be noted that there is also another route that can be taken to have divorce proceedings heard by courts in England/Wales. In the aforementioned Golubovich v Golubovich the Husband petitioned for divorce in Moscow and the Wife in London (the reasons for both of their actions are hopefully now self-evident). Eventually a divorce was granted in Moscow and the English courts found that this was the correct place for the divorce. However, the wife had one more weapon in her armoury to seek a fairer financial award than she felt she would get in Moscow – Part III of the Matrimonial and Family Proceedings Act 1984. Under this, parties can apply to English courts for a financial settlement ,even though the divorce proceedings took place in a different jurisdiction. To apply for this, the party must first seek leave from the courts to do so and must also prove connections with England and Wales, namely:

• either of the parties to the marriage was domiciled in England and Wales on the date of the application for leave under section 13 above or was so domiciled on the date on which the divorce, annulment or legal separation obtained in the overseas country took effect in that country; or
• either of the parties to the marriage was habitually resident in England and Wales throughout the period of one year ending with the date of the application for leave or was so resident throughout the period of one year ending with the date on which the divorce, annulment or legal separation obtained in the overseas country took effect in that country; or
• either or both of the parties to the marriage had at the date of the application for leave a beneficial interest in possession in a dwelling-house situated in England or Wales which was at some time during the marriage a matrimonial home of the parties to the marriage.

The court is not obliged to proceed but in order to apply, one of these criteria must be met; the first two contain the ‘domicile’ and ‘habitual residence’ aspects previously discussed but the third criteria opens new doors in terms of jurisdiction opportunities for those seeking English divorce hearings. Under this, Elena Golubovich, denied her English divorce, was able to benefit (to the tune of around £2.85 million) from an English financial award. The decision, which was highly publicised, led to renewed reports that London really is the divorce capital of the world (again).

In conclusion, it is clear that you must have certain links to England/Wales in order to petition for divorce here. It is no easier to petition for divorce in England/Wales (on jurisdictional terms) than in any other Brussels II Revised regulated state. It is true that London has become an increasingly attractive habitat for wealthy individuals from across the globe – the tax regime has seen to that – and as such it would follow that we are seeing more of these individuals divorcing in ‘our’ courts, as long as they satisfy one of the criteria discussed above.

During the trial at Belfast Crown Court on Tuesday, the court heard that the 14-year-old may have suffered injuries from her grandfather during a sexual assault, as she had been admitted to the hospital after experiencing a loss of blood from an intimate area. The Prosecution claimed Rebecca developed pneumonia after suffering shock and blood loss.

Grandparents David Johnston, 88, and Sarah Johnston, 86,  deny all accusations. The trial of the two grandparents currently continues, and it is expected to last till mid-June.

Two men were reportedly arrested under section 5 of the Sexual Offences (Amendment) Act 1992, which makes it an offence to breach the anonymity guaranteed to rape victims under section 1 of the same Act.

A third man is reportedly being held on suspicion of malicious communication.

Sheffield United defender Connor Brown has also been suspended by the Sheffield United for comments he made on Twitter following the trial.

Evans’ solicitors have stated that they will be appealing the conviction, and that Evans maintains his innocence.

The injunction also voids a previous notice sent by Addison Lee to all of their drivers stating that they were permitted to drive in bus lanes.

Addison Lee cars are  private-hire vehicles, and not technically taxis. As such, they are not legally allowed to use the bus lanes. However, company Chairman John Griffin has recently waged a campaign on the matter, arguing that black cabs should not have monopoly over the lanes.

Griffin had also recently urged his drivers to use bus lanes, and insisted he would cover any fines they incurred. As a result, the judge decided there was a substantial risk that, without the injunction, Griffin and Addison Lee would take action which potentially constitutes a breach of criminal law.

The injunction comes whilst Addison Lee are seeking judicial review of a decision by the parking adjudicator which upheld two penalty charge notices issued for contravention of the bus lane regulations. Addison Lee argue that the regulations are irrational and breach EU competition law.