Hi. I wanted to talk to you today about two common problems that I find in connection with assignments. Now, the first of these is what we might call a deemed assignment, and that's where you're not actually assigning the contract or the lease, but there's some change in the company that's one of the parties to the document. So what happens is that there's a more than say 50% change in the shareholding, and then that's deemed to be an assignment that you needed to get the landlord's consent to. And some people overlook this.

The other problem is some of these deemed assignment clauses, whether they're in leases or other contracts, are even more restrictive. Any change in the share ownership, any change in the directors can be a deemed assignment. So first, when you're entering into your contracts, make sure you don't have a very onerous deemed assignment clause, or later if you're doing an assignment, any change to your directors or shareholders, always check that this isn't going to be a deemed assignment that you need to get consent from the other party of the contract.

Now, the second problem I see is where people are assigning leases and maybe they've given a guarantee. So are they still on the hook with their guarantee? Better to try and get rid of it. And remember, if you've got a retail lease, you can follow the procedure set out in the Retail Leases Act to make sure your guarantee is at an end.

But if you've got any queries about deemed assignments in contracts or leases, or getting your guarantees cancelled, remember to contact me or anyone else at Millens; we're here to help

Thinking of buying or selling a business? Let’s talk about the phase between signing the contract and finalizing the deal. It’s often more complex than it seems!
Recently, at Millens, we've helped several clients with business purchases, and one thing is clear: settlement preparation is key. Some people think it’s smooth sailing once the contract is exchanged—but then we mention a few questions like:

• Have you transferred control of domain names, websites, or social media accounts?

• What about intellectual property?

• Is your stocktake organized, and have you handled stock in transit?

Watch the video here 

If you're scratching your head thinking, "Wait, I didn’t consider that," don’t worry! We’ve got a comprehensive checklist to make sure nothing falls through the cracks. One of our recent clients used it, checked off each item, and sailed through to a smooth settlement.

Whether you're buying or selling, our team at Millens is ready to guide you through the entire process.
Reach out today to get our checklist here. Ensure your settlement goes off without a hitch!

Ever wonder if you're misusing "without prejudice" in your communications? Many clients do! Often, it's used in the wrong context and could even weaken your position.

Here’s the rule: Only use "without prejudice" when making a settlement offer or compromise. Simply laying out your case doesn’t require it.

Want to ensure you’re using it correctly? Watch our latest video to find out when you should and shouldn’t include "without prejudice" and why it matters for your claims.

If you’re unsure or need help with your letters, reach out to me or the Millens team—we’re here to guide you!