Thursday, April 2, 2020

In the recent case of Persimmon Homes Limited v (1) Anthony John Hillier and (2) Colin Michael Creed,  the Court of Appeal dismissed an appeal by Hillier and Creed, holding that a disclosure letter accompanying a share purchase agreement (SPA) could be rectified where it did not give effect to the parties’ intended transaction.

Pursuant to terms of the SPA, the Sellers (Hillier and Creed), transferred to the Buyer (Persimmon Homes Limited), the share capital in two companies which held interests in four of six connecting parcels of land comprising a potential development site. The remaining parcels, which provided access to the site and were critical to its future development (the Ransom Land), were owned by another of the Sellers’ companies. The shares in this company were not transferred under the terms of the SPA. Whilst the SPA contained warranties that the acquired companies had good title to the land, it did not identify the individual parcels that were subject to the warranty. The accompanying disclosure letter also specifically disclosed that the acquired companies did not own the Ransom Land.

At first instance the High Court accepted the Buyer’s argument that the course of the parties’ negotiations demonstrated a common intention that it would acquire the whole development site, including the Ransom Land. The Court ordered rectification of the SPA (to include the Ransom Land in the definition of Properties) and the disclosure letter (to exclude the statement that the appellants did not own the Ransom land).

The Sellers appealed. Dismissing the appeal, the Court held that the Judge had been correct to conclude that the SPA and disclosure letter did not record the terms agreed between the parties, and that the requirements for rectification had been met accordingly. The court also found that the disclosure letter was an integral part of the suite of documents designed to give effect to the parties’ intended transaction and, in circumstances where its terms failed to achieve this purpose, it was as much capable of rectification as the SPA itself.

This case highlights the importance of ensuring that the parties intentions are accurately reflected in the transactional documentation being used and that the transactional documents are fit for purpose. It is also a warning to ensure that the due diligence process is properly carried out whereby all documents in the data room are fully reviewed, considered and reflected in the documentation and where required the price of the transaction is adjusted accordingly. The case also highlights the importance of using clear and precise definitions generally and specifically in relation to key assets in SPAs and other such documentation.

For advice relating to the above, or indeed any other corporate law matters, please contact our experts:

Paul Westwell at

Martin Blaylock at

Suzanne Thompson at

By telephone on 0161 330 6821 or, you are welcome to attend any of our free legal surgeries – no appointment necessary.


NatWest, have teamed up with Bromleys Solicitors LLP to bring you a seminar on a number of legal topics that you may wish to learn more about.

The seminar which is to be held at the Village Hotel, Hyde on Tuesday 18th JUNE 2019, will include the following topics:

Business protection planning – covers how to ensure the continuation of a business after the death of an owner, also covers efficient Inheritance Tax planning for an owner, looks at Shareholders Agreements, Cross Option Agreements, Wills, and Business LPAs.

Wills and Lasting Powers of Attorney (LPAs) – covers general information about the importance of making Wills and LPAs and what happens if you don’t have them in place.

Care Home Fee Planning – covers care home fee levels and how careful planning can ensure there is something left to your loved ones rather than the local authority taking it all – applies to couples mainly as its difficult for a single person to plan.

Bank of Mum and Dad – covers how to protect gifts/loans given by a parent to assist their children. Looks at Declarations of Trust, Loan Agreements also Pre & Post Nuptial Agreements.

Event Agenda:

  • 8:30am – Arrival and registration
  • 8:45am – Welcome by Geoff Longden, Business Growth Enabler at NatWest Business Banking
  • 8:50am – Laura Stansfield, Head of Wills, Probate and Planning for the Future at Bromleys Solicitors LLP
  • 9:20am – Keith Bull, Head of Family at Bromleys Solicitors LLP
  • 9:50am – Q & As
  • 10:15am – Close


Food and refreshments will be provided. If you have any dietary requirements then please let me know.

About this event

All information used in this presentation you are registering for is produced for information purposes only and is for the sole use of the attendees at the presentation.

Whilst we feel this topic is beneficial to business owners, the views expressed are not intended to be and should not be viewed as individual advice or as a recommendation by RBS, NatWest or any third party. You should seek independent advice in respect of issues that are of concern to you.

To the maximum extent permitted by law we expressly disclaim all representations, warranties, or assurance of any kind, expressed or implied, that are made to the accuracy or completeness of the information contained in this presentation and do not accept any obligation to update or correct any information contained herein.

During the event photographs may be taken on behalf of the host with a view to posting on social media to promote services offered to customers. If you do not wish to be included in the photographs please notify us.

For the avoidance of doubt RBS/NatWest does not produce the materials for all presentations. This disclaimer applies equally to any materials or presentations produced by a third party.

By registering for this event you agree that you have read and expressly agree to the use of your personal data submitted as part of your event registration.

To book on to the event, please contact Carol Parker at Bromleys Solicitors LLP on 0161 694 4148 or email

The Village Hotel, Captain Clarke Road, Hyde SK14 4QG – 18th JUNE 2019 from 8.15am to 10.15am.



David Hilton, the head of law firm Bromleys’ Court of Protection department, has been promoted to partner.

David joined the Tameside practice in 2017 as a senior associate and became head of the department last year when he succeeded John Longworth.

John handed over the reins of the 11-strong team in line with Bromleys’ succession plan but remains a key member of the team.

The Court of Protection team acts for clients who lack the mental capacity to manage their own property and financial affairs due to reasons such as injury, illness or old age.

David, who qualified as a solicitor in 2008, is a member of the national committee of the Court of Protection Practitioners Association.

He said: “I’m delighted to become a partner at Bromleys and look forward to working closely with the rest of the management team to build on our success and drive the business forward.”

Bromleys’ senior partner Mark Hirst said: “David is an extremely talented professional who has made a strong contribution to the department and the firm as a whole since joining us in 2017.

“He has enhanced the team’s skill set and efficiency and under his stewardship it has enjoyed its most successful year in the firm’s history.

“As a partner, David will play an important role in helping us to achieve our ambitious growth plans and the continued delivery of legal services of the highest quality to all our clients.”

Mark added: “We are continuing to recruit to meet growing demand for our services, with new team members taking up key positions in the corporate and commercial services and care teams in the near future, and with further appointments in the pipeline.”


A care home in Tameside has been named as one of the top 20 in the North West after a string of positive reviews from residents’ relatives and friends.

Auden House, on Audenshaw Road, Audenshaw, scored 9.9 out of 10 in reviews posted on the website.

It is one of just five in Greater Manchester and the only one in Tameside to feature in the website’s Top 20 Care Home Awards for 2019.

Auden House, which has 24 beds and 28 staff, is owned by Dr Judith Stockton and John Evans, who bought the business in 2006. The two-storey building, built in the early 20th century, has been extended to provide more beds and a conservatory communal area.

Judith and John have also introduced a range of green measures, including the installation of solar panels and solar collectors which give hot water, and an air source heat pump system which heats the building.

Rainwater harvesting will soon be introduced. Rainwater will be collected from the roof and used to flush the home’s toilets and to do the residents’ laundry.

Judith said: “We are delighted to feature as one of the top 20 care homes in the north west. It’s recognition of our efforts to ensure Auden House provides exceptional care in homely surroundings, and for our friendly staff who strive to fulfil the golden years for all our residents.”

Auden House is a long-standing client of Tameside law firm Bromleys.

Bromleys partner Paul Westwell said: “We have acted for Judith and John for many years, originally advising on their acquisition of Auden House and then the extension to the property.

“Auden House has a relaxed and welcoming atmosphere which is held in high regard.

“More recently, we acted for the couple on their acquisition of the Woodlands Care Centre, which is a fantastic 23-bed care home in Macclesfield.

“Expansion plans are already under way for Woodlands, to include additional
en-suite bedrooms and another communal lounge area that will add to the relaxation space for residents.

“It is great to see investment in this sector in what have been difficult times, with continued pressure on fees and the regulatory backdrop.”

Among the reviews of Auden House posted on were ones saying:

  • “I have been visiting my friend for several years. When she first came here, I assured her that this would be the nearest place to heaven on earth that could ever be. This opinion has never changed. My friend is extremely happy here.”
  • “I find this home a great place for my mother. She is well-treated, the home is very clean, great caring staff, and mum loves the food.”
  • “My mother-in-law has recently gone to live at Auden House. I am amazed at how happy and settled she is, all the staff are so caring and supportive. It is a big relief to know that she is safe and well cared for and, even more importantly, that she is happy and treated with dignity.”
  • “My Nanna has settled into Auden House very well, mainly due to the care and attitude of all the staff. Nothing is too much to ask, and all staff are friendly and happy and treat all the residents with great respect and humour. We are very lucky my Nanna is living somewhere she feels safe and comfortable.”


Bromleys’ Laura Stansfield has been appointed as a governor of award-winning Tameside College.

Laura, who is the head of Bromleys’ wills, probate and planning for the future department, said she aims to assist the college by using her skills, experience and insight to help improve the life chances of its students.

Tameside College, which operates from four sites in Ashton-under-Lyne, has 6,500 students and 360 staff.

It is led by principal Jackie Moores, who said: “We are delighted to welcome Laura as a college governor.

“Our governing body already includes people who work in education; human resources, local government and finance, and we were seeking someone with legal expertise to expand the skill base.

“We approached Bromleys because the firm is a key local employer with whom we have worked in partnership for a while.

“Staff from Bromleys have been guest speakers at our careers events, and we have seen how the firm makes a great contribution to the area in other ways.

“Laura fits the bill perfectly to be successful as a governor and hopefully she will enjoy her role and see it as a positive way of giving back to the community.”

Speaking about her role, Laura said: “It’s great to have the opportunity to be a board member and play a role in strengthening the local economy.

“The college not only provides education but also prepares students for the workplace. There is a big difference between knowing how to do something on paper and being ready to go out into the world. The college works hard with local businesses to develop the skills necessary for its students to be ready to take on a job.

“I feel very privileged to be part of this and be able to give something back to the local community.

“I have been very fortunate to have a good education and career and would like to use the skills I have to help others where I can.”


The Ministry of Justice has initiated a programme of closing down regional probate registries and moving the service under one roof.

It is understood that some staff at the 10 remaining sites across England and Wales have been told of intentions to scale back their operations and eventually close down the sites.

These changes come as part a wider modernisation programme costing £1bn to upgrade the courts and tribunals service. It is hoped the service will be improved by bringing together shared expertise.

There is however a concern amongst practitioners that the changes will lead to a removal of face-to-face service for work that often requires familiarity with and trust in those administering it. Questions are being raised asked about why probate services are being cut when the government plans to increase fees.

The eventual plan is to move probate services to the Courts and Tribunals Service Centre in Birmingham, with some administrative work taking place at a second site. A spokesperson for HM Courts & Tribunals Service said that ‘no staff have been put on notice of redundancy and the department is ‘working hard to ensure it stays that way’.

Documents issued last year by the judiciary revealed court reforms could result in the loss of 6,500 jobs by 2022.

Meanwhile, the proposals to create a banded structure for probate fees, based on the size of the estate, remain uncertain due to the current Brexit-related turmoil in parliament. Under the proposed scheme estates worth £2m or more would pay £6,000 instead of £155.

The new fee structure is expected to bring in additional income of £145m in the next financial year and is seen as a ‘stealth tax’.

When the new fee structure comes in, it will be difficult for many families to navigate along with negotiating Inheritance Tax and the different allowances available and there will be further delays in applying for probate, when district registries close, which you must do before being able to administer the estate and cash in assets.

How we can help

Contact Laura Stansfield, Sue Darlington or Susanne Furness in our Wills, Probate & Planning for the Future department to discuss how one of our team of experts can help guide you through this process.


Tel: 0161 330 6821


The Government has announced new legislation to overhaul divorce and reduce family conflict.

Divorcing couples will no longer need to blame each other for the breakdown of their marriage following an announcement by the Justice Secretary David Gauke.

The proposed legislation will update the 50-year-old divorce law which has been shown to exacerbate conflict. The current laws are excessively harsh and demand that the Petitioner proves fault as a ground for divorce: unreasonable behaviour; adultery; desertion or to prove a period of separation to show that a marriage has broken down irretrievably.

At present, a small minority of cases are defended, which is a practice misused by abusers choosing to contest a divorce to continue their coercive and controlling behaviour.  The new legislation will bring an end to defended divorces.

The new proposals for changes in the law will include: –

  • Retaining the irretrievable breakdown as the sole ground for divorce.
  • Replace the requirement to provide evidence of fault with a requirement to provide a statement of irretrievable breakdown.
  • Retaining the two-stage legal process currently referred to as decree nisi and decree absolute.
  • Creating the option of a joint application for divorce, alongside retaining the option of one party being able to initiate the process.
  • Removing the ability to defend a divorce.
  • Introducing a minimum timeframe of 6 months, from the petition stage to the final dissolution [20 weeks from the petition stage to decree nisi; 6 weeks from decree nisi to decree absolute].

The 20 week timeframe is designed to allow the parties to have a meaningful period of reflection and the opportunity to change their minds.  The 20 week period will also enable couples to reach agreement on practical arrangements in the future.  The new legislation will enable divorcing couples to separate with dignity and less conflict.

How we can help

Should you need any advice in relation to divorce or relationship breakdown, or any matters arising from those,  please do not hesitate to contact our expert family team on  0161 330 6821 or email:

Keith Bull –

Denise Pinder –

Kristie Fawcett –

Alternatively, you are welcome to attend any of our free legal surgeries. Please click here for dates and times – No appointment necessary.


Davis Blank Furniss has promoted property lawyer Jennifer Smith to partner and Lewis Thompson, private client solicitor, to associate solicitor.

Jennifer joined the firm in 2013 and handles all aspects of commercial and residential property, including commercial property sales and acquisitions, advising on business tenancies for landlords and tenants, and sales, purchases and re-mortgages of residential properties.

Lewis Thompson was appointed in March 2017 and works in the firm’s Glossop office. He specialises in all areas of private client work including Wills, Lasting Powers of Attorney, Trusts, Court of Protection matters and Probate.

Also, Charlotte Tyrer has been admitted as a solicitor in the Family and Private Client Departments following the successful completion of her training contract.

Kate Oldfield – managing partner – said: “Both these promotions are incredibly well deserved. Jennifer and Lewis have worked extremely hard and have shown tremendous commitment and energy to our clients and are central to the firm’s future. We are also delighted that Charlotte is continuing her career at Davis Blank Furniss and I have no doubt that she will be an outstanding addition to the team.”

Jennifer added: “Being promoted to partner is a real milestone in my career, but my focus will continue to be on adding value to my team, the wider business and our clients.”


Two staff members at Bromleys Solicitors have qualified as mental health first-aiders as the firm enhances the wellbeing services it offers to its team.

Associate solicitor Laura Stansfield and legal cashier Hailie Applegate undertook a two-day Mental Health First Aid course with training provider St John Ambulance.

Mental Health First Aid, which was launched in England by the Department of Health in 2007, is a training scheme which teaches people practical skills to identify, understand and help someone who may be experiencing a mental health issue in a non-judgmental and confidential way, and to offer advice and guidance on where they can seek the right support.

Louise Nolan, practice manager at Bromleys, said: “These qualifications demonstrate our commitment to enhancing the services we provide to staff which focus on their well-being, and we are looking at ways to improve this further.”

Laura, the head of Bromleys’ wills, probate and planning for the future department, said: “Mental health is less the taboo subject that it used to be, but there is still very much a general lack of understanding and support.

“Our role is to help anyone who might have a problem and to be a first port-of-call.

“Through our training, we have been given resources that we can refer on, and guidance on how to help people seek the professional help they may need.

“We are not here to judge or diagnose, only to assist people.”

Hailie, who works in the accounts department, said: “I hate the thought of anybody feeling completely lost and like they have nobody to turn to, so when the opportunity arose I really wanted to be involved.

“Life can be overwhelming at the best of times. There are occasions when people feel unable to cope or they don’t know where to turn in a mental health crisis.

“We hope to be that ‘safe place’ for everyone at Bromleys, by giving advice regarding coping strategies for stress, signposting towards professionals or simply being a non-judgmental ear.”

Nationally, mental health issues cost employers an estimated £35bn a year in sickness absence, reduced productivity and substituting staff members who are off work, according to MHFA England

Figures from the Office for National Statistics showed that, in 2016, 15.8 million work days in the UK were lost due to mental illness, while NHS England says approximately one in four people in the UK will experience a mental health illness each year.

Hailie, (left) and Laura are pictured with their certificates.

Davis Blank Furniss and Capstone Financial Management to stage free Inheritance Tax & Estate Planning event

Glossop firms Davis Blank Furniss and Capstone Financial Management are joining forces to stage an exclusive evening event that will tackle the complex issues around Inheritance Tax and Estate Planning.

The event, which is free to attend, will take place at Glossop Golf Club on Thursday 25th April.

Topics will include how the value of a property can leave home owners vulnerable to inheritance tax and the ways you can plan to mitigate this tax.  Guests will also be given essential up-to-date information regarding Wills, Trusts, Lasting Power of Attorney and how they can be used to plan for later life care fees and reduce the potential worry for your family and beneficiaries.

Andrew Williamson – Executive Director at Capstone Financial Management – said: “Families are now paying more in inheritance tax than ever before so it is essential everyone knows the facts about what they can and can’t do in terms of their estate planning.”

Lewis Thompson – Associate Solicitor at Davis Blank Furniss – added: “Inheritance tax and estate planning are incredibly complex so our focus will be on cutting through the jargon and providing relevant information that guests can apply to their own situations.”

Places at the event can be confirmed by contacting Holly Smith on 01457 601 608 or via email: