LEGAL WRITING ASSESSMENT CRITERIA

You will be assessed on your ability to produce a written communication by reference to the following LPC assessment criteria:

2. Analysis of complex legal,factual, business and/or management issues, as appropriate
3. Application of knowledge and understanding to the task
4. Ability to communicate using a clear and logical structure and language appropriate to the task

Guidelines are set out overleaf to help you understand how to ensure your work demonstrates that you have met these LPC assessment criteria.

GUIDANCE ONLEGAL WRITING

Criterion 2: Analysis of complex legal,factual, business and/or management issues, as appropriate

• analyse the clients concerns, perspective and needs; and
• identify the relevant issues.

Criterion 3:Application of knowledge and understanding to the task

• take account of the supervising solicitors and/or clients perspective, as relevant;
• address all issues raised;
• do not cover issues which are irrelevant to your instructions;
• where the purpose of the communication is to provide information, give the information accurately, clearly and succinctly; and
• where the purpose of the communication is to provide advice:
  • explain the relevant law clearly and in a manner and to a degree that is appropriate to the subject matter and the particular client;
  • apply the law correctly to the facts;
  • advise the client as to his position and, if relevant, his possible courses of action.

Criterion 7: Ability to communicate using a clear and logical structure and language appropriate to the task

• produce a piece of writing which is well-organised;
• where appropriate, use headings, numbering and tabulations.
• address the recipient correctly;
• explain the purpose of the communication;
• ensure that you deal with different topics in separate paragraphs;
• conclude the communication correctly;
• be concise and clear, using a professional style to suit the clients/ supervising solicitors requirements;
• do not produce work which contains mistakes in spelling, punctuation and/or grammar;
• produce work which meets the needs of the client; and
• do not breach any professional conduct obligations.

Instructions

You are a trainee solicitor at Marler Raeyer LLP, Goddard House, Stuart Road, Southington, SO21 5LT. You have received the attached email and document from Jasmine Goddard, a partner and your supervisor.

Carry out the instructions set out in Jasmines email.

To: [You]

From: Jasmine Goddard (Jasmine.Goddard@Marlerraeyerllp.co.uk)

Sent: [ TODAYS DATE]

Subject: Traditional Foods Ltd (file ref. 37618/3)

Dear Trainee

We have been instructed by Traditional Foods Limited (the Company). The Company manufactures artisan foods, which it supplies to a number of national retailers. A company information sheet is attached at Document A. The Companys articles of association are attached at Document B.

This is a new matter from an old client for us, so please note that all the necessary compliance checks have already been carried out and the required client care package has already been dealt with.

Claire Oliver contacted me today and said that she was concerned about a number of matters that have come to her attention, concerning Dean Gladwin and Shirley Fieldhouse. She would like to know whether Dean and Shirley may be in breach of their duties as directors. See below for details of Claires concerns.

Dean Gladwin

Claire told me that she understands Dean has always had a good relationship with suppliers and has benefited from corporate hospitality such as rugby and basketball matches and evenings out. However, in the last six months Dean and his civil partner, Justin, have spent at least six weekends at holiday homes in Madrid and Malaga owned by Juan Pedro, a senior figure at Organic Gourmet Limited (OGL), one of the Companys suppliers. Claire has noticed that Dean has been sourcing ingredients from OGL more than usual in recent months and is concerned that Dean may be ignoring good deals with other suppliers to stay in OGLs good books. The Companys office manager has told Claire that her contacts at other suppliers have been expressing concern and suspicion about OGL securing most of the contracts with the Company despite the good deals the other suppliers are offering.

Justin confided in Claire at the annual garden party that Dean had recently taken delivery of a brand new Mercedes convertible. When Justin asked him how he had managed to afford the car, Dean told him that it was a company car, but Justin was suspicious and wanted to know if this was true. Later, back in the office, Claire found a card on Deans desk that read, I hope you enjoy your new car just a small token of our appreciation. Juan.

Claire suspects that Dean received the car from OGL as a thank you for sending so much business their way.

Shirley Fieldhouse

Shirley, who is the Companys Finance Director, qualified as an accountant in 2006. She worked in a large national accountancy practice for 10 years before joining the Company in 2016 and becoming a director and shareholder in 2018. Five months ago she carried out the due diligence when the Company purchased the entire share capital of Country Foods Limited (CF), a company owning a chain of food shops in Essex, Kent and Sussex. It has transpired that CF was not worth as much as the Companys directors had thought, partly because it appears the shop premises and goodwill were significantly overvalued, and partly because a significant proportion of its debts have proved to be irrecoverable. Claire wants to know if there is any action the Company can take against Shirley because she feels she did not do her job properly.

When Claire asked Shirley why she did not spot the issues with CF when she carried out the due diligence, she shrugged it off by saying that Dean was happy with her work and that Dean would support her.

I seem to remember that the board or maybe the shareholders can authorise breaches of duty but I cant remember the law on this.

Calvin Pitchers

Calvin Pitchers acquired shares in the Company when he invested a substantial sum in 2021. Claire has spoken to Calvin about her concerns and Calvin is keen to find out more information about the potential breaches of duty. Calvin has indicated that he will support Claire in any way he can.

At this stage, Claire is not envisaging a situation whereby Shirley would leave the Company. Apart from the CF due diligence exercise, the directors are generally happy with her performance and believe that such a situation could be avoided in the future by engaging a law firm to carry out due diligence work.

What I would like you to do

Please can you prepare a draft letter to Claire Oliver, in my name, explaining:

• Whether Dean Gladwin and/or Shirley Fieldhouse are in breach of duty; and

• Whether the possible authorisation by the board or shareholders of Dean and Shirleys potential breaches of duty would prevent a potential successful claim against Dean and/or Shirley were matters to reach that stage.

Claire is not at this stage considering claims against Dean and/or Shirley, so Claire does not need any advice on the litigation side of bringing a claim or the remedies. The ideal outcome for Claire would be to use any evidence of breach of duty to force Dean to change his behaviour and, depending on how bad it transpires his behaviour has been, to resign, and to encourage Shirley to improve her performance. If it were to come to Dean leaving either voluntarily or involuntarily we will deal with that in more detail at that time.

Please do not consider any potential criminal offences under the Bribery Act 2010 as Claire is receiving advice on this issue separately.

In your letter, just ask Claire to get back to us if she would like to take matters any further following our legal advice.

Thank you

Jasmine

DOCUMENT A

Company Information

Company Name: Traditional Foods Ltd

Company Number: 69324715

Registered Office: 96 Farmers Lane, Southington, SO21 5LT

Date of Incorporation: 14 February 2014

Shareholders:

Claire Oliver 40,000 Ord 1 shares fully paid

Dean Gladwin 50,000 Ord 1 shares fully paid

Shirley Fieldhouse 30,000 Ord 1 shares fully paid

Calvin Pitchers 80,000 Ord 1 shares fully paid

Directors:

Claire Oliver Managing Director

Shirley Fieldhouse Finance Director

Dean Gladwin Purchasing Director

Accounts:

Filed up to date

Capital and Reserves:

Share Capital 200,000

Share premium 80,000

Retained profits 825,000

Total capital & Reserves 1,105,000

DOCUMENT B

The Companies Act 2006

Private Company Limited by Shares

Articles of Associationof

Traditional Foods Limited

1. The Model Articles (MA) shall apply to the company, except in so far as they are modified or excluded by these articles or are inconsistent with them.
2. The directors of the company may count in quorum and vote at Board Meetings despite having an interest in a transaction or arrangement with the company. This varies MA14.