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Providence and party intention: the Supreme Court on industry-wide standard forms
How should industry-wide standard form contracts be interpreted? Should contracting parties be permitted to refer to past versions of the same standard form to determine the meaning of later versions? In this article, Teen Jui Chow and Alex Forzani explore the Supreme Court’s recent answers to those questions.
12 April 2026Succumbing to wrongful payment demands: what can borrowers do?
This article examines a recurring issue in finance disputes: the demand for payment or service of an acceleration notice in circumstances where the borrower contends that the relevant contractual precondition has not been satisfied. An invalid acceleration notice is generally characterised as a nullity rather than a breach of contract. Where a borrower pays for commercial reasons even though it believes that the sum is not due, restitution is generally unavailable because the borrower cannot show that it paid under a mistake.
12 April 2026Primary and secondary rights in the Quincecare litigation arena: another dimension of the debt versus damages debate
Private law remedies correspond to the nature of the primary right breached. Within the Quincecare litigation arena, this uncontroversial proposition forces a needed – and potentially uncomfortable – inquiry: is the claimant customer (the principal) asserting a: (i) primary right to be paid the account balance exclusive of any unauthorised debiting by the defendant bank (in accordance with the customer’s agent’s instructions); or (ii) a secondary right arising upon negligent execution of a valid mandate? This article proposes that the two claims occupy distinct realms as they aim to protect distinct primary duties. A claim in debt vindicates the customer’s primary right to performance of the mandate, which entitles the customer not to have the account’s balance diminished by a debit without authority. Contrastingly, a claim in damages for breach of the Quincecare duty compensates for the customer’s right to have the bank’s payment services carried out with reasonable skill and care and thus concerns the manner in which the execution of the payment instruction has occurred. A reconsideration of these two distinct duties can assist claimants in carefully characterising their claims in light of the limited scope of the Quincecare duty’s application post-Phillip .
12 April 2026Overseas firms carrying out cryptoasset business in the UK: what you need to know
The UK stands on the cusp of implementing a comprehensive regulatory framework for cryptoassets, fundamentally reshaping the landscape for firms wishing to serve UK clients. The final form of The Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2025 has been laid before parliament and, together with the Financial Conduct Authority’s consultations on the new cryptoasset regime, sets out the activities within scope, the geographical reach of the regime, and the expectations for both domestic and overseas firms. As the regime nears full commencement (scheduled for 25 October 2027), cryptoasset businesses, whether based in the UK or abroad, must assess whether their operations will be captured by the new requirements and prepare for authorisation and ongoing compliance.
12 April 2026“Not your key, not your coin”: the private key and ownership
Ownership, possession and control of an asset have long been intertwined in the public’s consciousness. Albeit implicitly recognising that a possessory title can be displaced by a superior legal title, the old adage “possession is nine-tenths of the law” remains a popular refrain carrying more than a grain of truth. Following a series of high-profile collapses of crypto custodians in “the crypto winter”, a digital equivalent has emerged: “not your key, not your coin”. This article considers the private key and its role in legal analysis of cryptocurrencies.
12 April 2026The lender’s reset right: change of control in modern exits
Change of control provisions are fundamental to any financing transaction because they afford the lender a right to exit or reset the relationship with a borrower when the ownership and governance assumptions underlying the original underwriting no longer hold. However, financial sponsors have proven successful in diluting this automatic right in recent years and have turned their attention to pushing for portability flexibility. This article compares UK/European and US approaches across loans and high yield bonds, analyses why portability has momentum, and sets out commonly sought solutions that preserve credit protections while mitigating transaction execution risk.
12 April 2026Tracing through the Ether: legal and technical barriers to cryptoasset recovery
This article examines contemporary barriers to digital asset recovery, arguing that the central legal issue is not the proprietary status of cryptoassets, but the juridical character of the user’s interest vis-à-vis a centralised exchange (CEX). It analyses obstacles to establishing a trust in the CEX context, including the “Terms of Service Paradox”, the pooling and sweeping of assets in omnibus wallets, and the resulting uncertainty of subject matter, alongside constraints imposed by tracing doctrine, bona fide purchaser defences, the lowest intermediate balance rule, and apportionment in insolvency. Absent doctrinal recalibration, user protection in centralised custody risks remaining conceptually and practically illusory.
12 April 2026Can an English limited partnership create a floating charge?
This article examines whether a floating charge can be granted over the assets of a limited partnership to secure borrowings.
12 April 2026Sustainable finance: transparency and its misapprehension
This is the third article in a series which identifies certain of the issues which may have caused the green and sustainable finance market to become subdued of late. This article questions whether the concept of transparency in the sustainable finance sector has been properly thought through and accordingly whether the term is over-used and, on occasions, wrongly used.
12 April 2026The EU’s emerging accountability regime: borrowing the SMCR without its foundations
This article examines the EU’s emerging individual accountability framework under CRD6 and the European Banking Authority’s (EBA’s) draft internal governance guidelines against the background of the UK’s Senior Managers and Certification Regime. While the EU adopts tools such as statements of responsibilities and responsibilities maps, it introduces a de facto reasonable steps test only at Level 3 (EBA guidelines), raising concerns about mandate and legal certainty. The analysis shows that divergent national corporate law standards, particularly the varying expressions of the business judgment rule, make a uniform EU‑wide standard of managerial reasonableness difficult to sustain. Without careful calibration, the proposed framework risks inconsistency, over‑deterrence and adverse competitiveness effects.
12 April 2026
