Our Services Singletons provides legal advice on UK and EU law to businesses in the UK and abroad.We help businesses to:- (a) enter into effective contracts which protect their interests; (b) ensure they do not fall foul of legal rules such as competition/anti-trust law and copyright, trade marks, patents and designs (c)assist in legal disputes such as recovering compensation for breach of contract, infringement of competition law, termination of commercial agency agreements and breach of intellectual property rights (d) ensure you sell or buy a business effectively and with full legal protection. Latest press releases - August 2010: Press releases August 2010 Selling on Line - Adwords Decision - Portakabin Do you market your business on-line? If so you may have considered buying Google “adwords” or similar search engine “words” to ensure your website is turned up under “sponsored lnks” on searches. Susan Singleton, solicitor with London commercial law firm Singletons says: “ In a very important EU decision in July the Court of Justice in case C-558/08 (Portakabin) looked at this issue. It had already held in the L'Oreal case that search engines themselves such a Google do not breach the EU trade marks directive when they allow customers to purchase competitors' registered trade marks as search terms. This latest decision was about liability as between competitors. It held there would only be a breach of a registered trade mark "where that advertising does not enable average internet users, or enables them only with difficulty, to ascertain whether the goods or services referred to by the ad originate from the proprietor of the trade mark or from an undertaking economically linked to it or, on the contrary, originate from a third party". So the test is whether the average user is confused as to origin. Someone searching Coca Cola who is shown on their search, as well as natural search results for the real Coca Cola,, a clearly marked "Sponsored link" on the right hand side which is for Pepsico, a different company for example may not be confused. Whereas if that sponsored link is Cocacolapepsi they may well be. This is a very common issue in practice for internet lawyers as increasing volumes of customers and suppliers move on-line and there will be much debate about the meaning of the court’s words above. If you want any advice on your internet marketing, E-commerce law, distance selling regulations, use of intellectual property rights on-line and related topics email susan@singlelaw.com., tel 020 8866 1934. ____________________________ Notes 1, The Portakabin decision is no C-558/08. Details are on the www.europa.curia,eu web site. 2. The case is also to be consideredi n the September issue of IT Law Today 3. There is also a summary of the case on the IPKat web site - http://ipkitten.blogspot.com/search?q=portakabin Divorce and Disclosure Some women and men lie about their income and assets on divorce and are in marriages where neither spouse knew the financial position of the other as they kept this secret from each other during marriage. Although the English courts may give more weight to prenuptial agreements in due course in most cases there is none. The Supreme Court is due to rule shortly in the Katrin Radmacher. Case. Ms Radmacher’s ex husband is seeking £6m from her and the Court of Appeal upheld her prenup made abroad. Susan Singleton of London commercial solicitor’s firm Singletons says “ In a decision in July of the Court of Appeal the court looked at the obtaining of documents from a spouse without permission which is common in divorce cases. In some marriages couples have total openness and disclosure, they open each other’s post, leave statements lying around and do not maintain confidentiality between each other. Other couples hide details of their income. The Court recognised couples were entitled to choose which type of relationship they wanted and if information were confidential then only on obtaining a court order to search for evidence could a trawl though secret files and computer systems take place. It was not open to the other party to do so without consent. Here the brothers in law who made office space available to their sister’s second husband had heard from him that he would never let her get her know the full extent of his finances so that when divorce was in the offing they had a search done of their own computer systems (which he used) and took many files containing financial information. The court said this was wrong when he applied for an emergency court order for them to be returned. Instead they would be given to his lawyer who could cross check his financial disclosure when it arrived to see if that revealed in the files was in what was disclosed, a victory in a sense for the brothers in law in practice as but for that there would not have been that ability to cross- check against what was disclosed. However the gist of the decision is that breaching confidientiaility even if to stop a spouse lying is wrong. We can advise you on issues of privacy and confidentiality whether in divorce or another context. Contact Susan Singleton on susan@singlelaw.co or tel 020 8866 1934 for further information. ------------------- 1. See news report at http://www.bbc.co.uk/news/uk-10799640 2 See full judgment at www.bailii.org/ew/cases/EWCA/Civ/2010/908.html 3.Tchenguiz v Imerman [2010] EWCA Civ 908 4. See also http://business.timesonline.co.uk/tol/business/law/article7071820.ece for the Radmacher Supreme court hearing. Buying and Selling a Business Parts of the economy are picking up and business sales and purchases are on the increase. The new tax rules on business sales have led to some queries to lawyers. Not all have got off to the bad start from which Ocado has recently suffered on its recent float. Susan Singleton a solicitor with London commercial law firm SIngletons says:- “The Emergency Budget made some important changes for those who are selling a business. Although widely heralded as increasing capital gains tax on any profit on sale of shares (the headline rate increased from 18% to 28% depending on taxable income) there was also an improvement – the entrepreneur’s relief was increased to £5m of lifetime gains taxed at only 10% per person. Thus is five family members work and own shares in the business they can make 5 x £5m - £25m on sale and pay 10% CGT on that. There is also a £10,100 annual tax free CGT allowance for those making smaller gains which each person in a couple will have. If you need advice on the best method of selling your business contact susan@singlelaw.com, tel 020 8866 1934. There can be substantial differences depending on whether you sell shares or assets too. If you sell assets then the company makes the gain and corporate gains are subject to corporation tax and then whey you the shareholder of that company take the money out as dividends it is taxed again. __________________ Notes 1. Information on CGT is at http://www.hmrc.gov.uk/rates/cgt.htm 2. For gains made on or after 23 June 2010, individuals need to work out their total taxable income before working out which Capital Gains Tax rate to use. To calculate CGT at 28%:- 1. First work out your taxable income by deducting any tax-free allowances and reliefs that you are entitled to. 2. Next see how much of your basic rate band is already being used against your taxable income. The maximum basic rate band for 2010-11 is £37,400. 3. Allocate any remaining basic rate band first against gains that qualify for Entrepreneurs' Relief - these are charged at 10 per cent. 4. Next allocate any remaining basic rate band against your other gains, these are charged at 18 per cent. 5. Any remaining gains above the basic rate band are charged at 28 per cent.