Retail & Consumer

The Terrorism (Protection of Premises) Act 2025, also known as Martyn’s Law, received Royal Assent on 03 April 2025. This act is set to impose strict obligations regarding security on both freeholders of premises (including commercial properties, such as hotels and shopping centres) and tenants in occupation and aims to deliver the government’s manifesto commitment to strengthen the security of public events and venues. The act introduces a tiered approach, with those responsible for premises and events being required to fulfil different requirements according to the number of individuals it is reasonable to expect may be present. The responsible party for compliance with Martyn’s Law, is the party who controls the premises in regard to its use.

Those responsible for premises should carefully review the requirements and duties they may be responsible to implement. The act distinguishes between ‘standard duty premises’ and ‘enhanced duty premises and qualifying events’. ‘Standard duty premises’ are defined as premises and events with a capacity between 200 and 799 individuals. ‘Enhanced duty premises and events’ are premises and events with a capacity of 800 or more individuals.

Being able to ascertain which category property owners / event organisers fall into is crucial to understanding level of duties required, ahead of the planned implementation of the new provisions within the next 24 months.

In October 2024 the Royal Institution of Chartered Surveyors (RICS) concluded a consultation on the draft edition of its Service Charge Code, the Professional standard, Service charges in Commercial Property (first edition) which is due to launch in summer 2025. These standards provide best practice guidance for landlords, tenants and those working in commercial property. The revised standards cannot override the terms of a lease however, the second draft aims to present the recommendations in a clearer framework with additional clarity in relation to timely budget and year-end certificate issuance and reduced disputes between landlords and tenants.

When published later this year, the second edition will be effective for all service charge periods commencing six months from publication. All those working and operating in the commercial property field should consider the additional points of clarify published by RICS and may wish to seek advice on the implications on any existing leases.

The Law Commission is reviewing the current framework for renewing business tenancies under the Landlord and Tenant Act 1954. The Law Commission comments that the almost 70-year-old, 1954 Act is increasingly misaligned with modern commercial needs, with existing provisions being unclear and sometimes stopping the speedy occupation of properties. The Law Commission’s review will focus primarily on how the 1954 Act can be made more accessible to deal with the phenomenon of most tenancies being contracted out of instead of being widely applied into contracts. The Law Commission’s consultation on its draft paper closed on 19 February 2025.

The provisions of the Landlord and Tenant Act 1954 are embedded into the everyday actions and behaviours of landlords, across all sectors. This review could result in major changes to legal fundamentals for property and is being keenly watched by the market. We will continue to update clients as the consultation progresses.

The Welsh Government has launched a consultation on the next stage of its phased approach to building safety reform, focusing largely on implementing a regime for higher-risk buildings which proposes a new system of responsibilities and competency requirements for in scope building work. It is believed that the regime will bring an almost identical system to that currently in force in England. The consultation ends on 25 May 2025 and organisations / individuals with development plans in Wales are encourages to review the consultation paper and submit responses.

In this case the court is considering whether a term should be implied in two facility agreements relating to the lender’s right to refuse consent to a proposed granting of security or disposal of assets by the borrower. The facility agreements contained covenants which prohibited the borrower disposing of its assets, subject to certain exceptions or receiving the lender’s written consent. Negative pledges subject to the same qualifications were also included in the agreements. The borrower claimed that the refusal of consent was a breach of an implied term of the facility agreements, and that it had suffered loss as a result. The borrower asserted that a term should be implied in the agreements, on the basis of Braganza v BP Shipping Ltd [2015] UKSC 17 – to the effect that the lender, in deciding whether to consent, had to act in good faith and should not act capriciously.

The court concluded that a term should be implied, the lender was not entitled to refuse its consent “for a reason or reasons unconnected with what it perceived to be its own commercial best interests or … when no reasonable entity in the position of [the lender] could have refused consent”.

Orchard and another v Dhillon [2025] EWHC 834 (Ch): The High Court held that, where an unauthorised person entered into a regulated sale and rent back agreement, the other party’s right to recover the property (under section 26, Financial Services and Markets Act 2000) was a “mere equity” under the Land Registration Act 2002. As the other party was in actual occupation, their right to have the property reconveyed amounted to an overriding interest, binding on the unauthorised person’s successor to the freehold title.

Kaushal Corporation v Maria Carmel O’Connor (By her son and Litigation Friend Justin Marciano) [2023] EWHC 618 (KB): The judge found that litigation costs do not fall within the service charge clause under a commercial lease, and that in situations where the construction of a clause would expand a tenant or guarantor’s liability considerably, this should be construed narrowly. So, costs relating to an application for approval or consent could be recovered but the costs of litigation could not.

B&M Retail Limited v HSBC Bank Pension Trust (UK) Limited [2023] EWHC 2495 (Ch): The court held that the new lease should contain a rolling redevelopment break clause which can be immediately exercised with six months’ notice. This gives significant weight to landlords looking to redevelop and need to obtain possession from tenants who have protection under LTA 1954.

Sara & Hossein Asset Holdings Ltd v Blacks Outdoor Retail Ltd [2023] UKSC 2: The Supreme Court held that the service charge under the lease was payable upon presentation of the service charge certificate but it did not prevent the tenant from challenging the amount. This decision marks the ability for tenants to “pay now, argue later”.

This brought redevelopment ground F under the microscope, conveniently at a time where the Law Commission is reviewing the Landlord and Tenant Act 1954 (LTA). The decision discusses a new strategy for tenants when their landlord uses section 30(1)(f) LTA (or ‘Ground F’) to oppose a new tenancy on the grounds of redevelopment. The tenant, Sainsbury’s, vacated part of its demised premises before trial, so it could argue that works proposed by the landlord, Medley, were not to the “holding”.  Medley’s opposition on Ground F failed. Two key points arising from this case are a reminder that the landlord must demonstrate a settled and unconditional intention to carry out their proposed works, which Medley in this case failed to show, and secondly that it is possible for the tenant to reduce their ‘holding’, or the part of the demised premises that they are actually using, before trial so as to defeat the landlord’s opposition based on Ground F.

M&S submitted a planning application to demolish their store on Oxford Street and replace it with a new 9-storey mixed use office and retail store to include a restaurant and a gym. Despite the proposal being approved by the Planning Inspector, Secretary of State (SoS) Michael Gove rejected it. In their challenge, M&S argued that the SoS had misinterpreted the National Planning Policy Framework and had made incorrect conclusions about the impact of refusing this planning application. The Court agreed with M&S and emphasised the importance of providing clear reasons for departing from an inspector’s recommendations.

Re-Cine-UK Ltd and others [2024], shed light on the fact that it is not appropriate for landlords to protect themselves from restructuring plans by simply relying on contractual exclusions or injunctions, but instead by challenging the plan itself, by reference to caselaw and insolvency principles. The High Court held that the rights of the objectors (the landlords) were capable of being compromised by the restructuring plans. The ‘pari passu’ principle stood at the forefront of discussion, and ensured that ‘fairness’ was taken into account when assessing how the losses should fall on the creditors in question. The High Court’s decision shed light on the importance of the passage of time since undertakings were given, and the subsequent state of the companies finances. Landlords and other creditors will now likely be far more wary, and conscious that undertakings to exclude them from future restructuring will not always be enforceable by law.

Where Landlords re-negotiate with a distressed counterparty, they do so at their own risk. This is a reminder that the insolvency court’s powers are wide ranging, and the principle of ‘fairness’ often dictates and overrides even express contractual protections.

In Kwik-Fit Properties Ltd v Resham Ltd (2024) EWCC 4, the court looked at the terms of a lease renewal under the Landlord and Tenant Act 1954. Kwik-Fit had a 25-year lease on the property located in Tyne and Wear, initially at £35,000 per year. Crucially, provisions for rent reviews in the lease had never been exercised. After the lease expired in April 2021, Kwik-Fit remained in occupation while negotiating a renewal with the landlord. Three points were in dispute: namely (1) the request for a tenant break clause every 5 years (2) a proposed cap on the tenant’s contribution to repair costs for a shared accessway and (3) the amount of rent to be paid for the renewal term.

The court declined Kwik-Fit’s request for a five-year break clause. The court found there to be no compelling evidence that Kwik-Fit’s business strategy needed such flexibility, nor was such flexibility the standard case within the auto maintenance industry. The court also rejected Kwik-Fit’s request for a cap on how much it contributed to accessway repairs. This is because the lease already accounted for any adjustment to the contribution percentage being fair and reasonable (allowing for both increases and decreases). Lastly, the court increased the rent to £39,300, noting that prior reviews had not been carried out because the landlord would not have achieved a higher rent during the review periods specified in the lease.

In John Anthony Turnbridge v The London Borough of Islington, the court considered the implications of letting a property where the energy efficiency rating fails to meet the standard set by the Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 (also known as MEES Regulations). Here, a landlord received an EPC rating of G for a property in 2014 and let the property out. The same property was let out through the transition period of 1 April 2023. Under the MEES Regulations, April 1 2023 was the date for when landlords who continued to let out properties below a set threshold (which is E as of the date of publication) would be liable.

The property eventually received a higher EPC rating of D by January 2024, placing it above the required standard under the MEES Regulations. However, the court found that as the property continued to be let with a rating of G past 1 April 2023, the fact that the property had achieved a compliant EPC rating of D by January 2024 was immaterial. The landlord in this case received a fine of £500 for the breach.

John Anthony Turnbridge v The London Borough of Islington raises the crucial point that obtaining a new EPC rating at or above the current threshold will not ‘fix’ any prior contraventions of the MEES regulations.

The new government announced its intention to introduce a Cyber Security and Resilience Bill in the Kings Speech, which is likely to introduce long awaited updates to the Network and Information Security Regulations (NIS). This bill is expected to focus on expanding cybersecurity measures, especially in sectors managing sensitive data or critical services. We can expect:

• Support for a more proactive approach by the regulator
• Expanded reporting requirements (such as need to report on ransomware attacks)
• Cost recovery measures
• Expansion of scope to include managed service providers such as IT outsourcing services
• Power for the government to expand the scope of regulation to other services as it sees necessary

UK Cybersecurity Regulation: what’s next? | Foot Anstey

The ICO published a new data protection audit framework to help organisations improve their compliance with data protection laws, accessible here.

As part of the ICO’s ongoing monitoring of the wider AI ecosystem, the ICO recently carried out consensual audit engagements with developers and providers of AI powered sourcing, screening, and selection tools used in recruitment. It is recognised that the use of AI tools in recruitment processes can offer benefits to employers, but their use can also lead to risks for people and their privacy and information rights. The ICO published various recommendations to improve compliance ranging from fairness, transparency and explainability, data minimisation and purpose limitation etc.

This bill put forward by the House of Lords has three core objectives: to grow the economy, improve public services and make people’s lives easier. Suggested measures include paving the way for the ‘smart data’ model to be used in more sectors, establishing a trust framework for digital verification services and placing the national underground asset register on a statutory footing.

On the 4 March 2025 the government made changes as part of its third reading, including changes requiring the Technology Minister to assess whether public authorities are reliably checking the personal data they collect and share for digital verification purposes.

The potentially most significant provisions include easing restrictions on automated decision making (ADM), refining research data definitions, and setting standards for health data interoperability. The bill also establishes a smart data regime to facilitate secure data sharing and a certification framework for digital identity services. The aspiration here is to create a replica of the “open banking” / Payment Systems Directive II environment but for “consumer data” more generally.

Anyone familiar with open banking / PSD II will know that the implementation of this regulation was very beneficial for “customers” of data in the fintech sector. However, preparing for implementation was very onerous for the supply side both in practical terms – cleaning and structuring the data to make it sharable and navigating both the “open data” legal requirements and the (sometimes contradictory) data security / privacy requirements.

The devil will be in the detail of the regulation made under the primary legislation (the legislation provides broad powers for government to make regulation) so at present it is difficult to see how wide ranging these provisions will be, but it has potential to be a very significant regulatory intervention and worth following for its potential impact on anyone processing “consumer data”.

It is anticipated that the Data Use and Access Bill will enter into law later in 2025.

The NIS2 (Network and Information Security) Directive is the EU’s latest policy that aims to improve the collective cybersecurity of member states, and relevant organisations offering services in the EU, including digital service providers and those which serve an essential function in society were expected to comply with the new requirements by October 2024. The UK is in the process of considering similar changes to the original NIS Regulations, introduced by the UK government when it was part of the EU. Whilst there is no action to take at the moment, the UK’s NIS 2 Regulation is one to keep an eye on as it may require businesses caught by the existing NIS Regulation to make changes to its business practices (although any such changes are not expected to be as far reaching as those imposed by the EU). We expect the UK government to publish a draft Cyber Security and Resilience Bill in the second half of 2025.

The 3Million v Secretary of State for The Home Department: The UK Government’s second attempt in amending the Data Protection Act 2018 which disapplied UK GDPR data subject rights for activities relating to immigration control was held as unlawful. Following the decision, the Government is required to address how vulnerable individuals within the immigration system can access their personal data, within three months of the decision (ruled on 11 December 2023).

Clearview AI Inc v. Information Commissioner [2023] UKFTT 819 (GRC): The American facial recognition company Clearview AI successfully appealed a £7.5m UK data-scraping fine and enforcement order issued by the ICO in 2022 for breach of data protection regulation – it was held that the AI company’s data processing was outside the territorial scope of the data protection regulations, and the ICO had no jurisdiction to issue the notices. The ICO has sought permission to appeal the ruling and awaits the Tribunal’s decision.

Social media giant Meta has agreed with Claimant that they will not to use her data for targeted advertising. The agreement is contained in a settlement to an individual challenge she lodged against Meta’s tracking and profiling back in 2022.

Meta had claimed its “personalized ads” are not direct marketing. The case had been due to be heard in the English High Court on Monday, but the settlement ends the legal action.

Meta has not accepted liability however the settlement indicates there may be a shift by Social Media companies in respect of marketing on their platforms, Commentators are predicting that a pay or consent model may be rolled out by Meta.

Over £200 million is being assigned to increase access to EV charging points, with an additional £120 million for grants supporting electric vans and accessible EVs. The extension of these tax incentives and allowances for EVs aims to make electric transport more accessible and affordable.

For retailers, increased access to charging points and financial support for electric vans lowers the cost and logistical challenges of transitioning to electric delivery fleets. This shift can reduce operational costs over time, particularly in last-mile delivery, where EVs offer fuel savings and potential tax benefits. Additionally, improved EV accessibility can enhance retailers’ sustainability credentials, aligning with consumer demand for environmentally friendly practices.

The National Wealth Fund Bill was announced in the King’s Speech on 17 July 2024. This Bill will establish the National Wealth Fund, which will combine public and private investment funds to promote development in key sectors, such as green hydrogen, green steel, gigafactories, ports and industrial decarbonisation. Funding will be issued through the UK Infrastructure Bank, which will provide a proposed £7.3billion to catalyse private investment and aims to generate £3 of private sector investment for every £1 of public investment. The policy paper was released on 14 October 2024 but further steps to mobilise the bill are not likely to occur until the new year.

The Bill is likely to impact the retail sector by promoting infrastructure and technology investments that drive down costs in green energy and logistics. Retailers could see lowered costs in transitioning to sustainable supply chains, while the potential increase in green infrastructure (like ports and hydrogen-powered transport) could improve logistics efficiency and reduce carbon footprints.

In previous years, companies have been essentially prohibited from developing windfarm projects onshore in the UK due to a myriad of planning restrictions.

However, the Labour government have removed a nine-year moratorium on new onshore windfarms meaning planning applications now face the same planning thresholds as other development proposals under the National Planning Policy Framework. However, there is likely to be a lag before we see the benefits of these restrictions being lifted as a pipeline of interest needs to grow on an industry-wide scale first.

Nine offshore wind farm contracts have already been awarded by the government in the latest Contracts for Difference (CfD) auction (September 2024), providing a capacity of 4.9GW, after last year’s auction failed to attract any bidders at all.

Find out more in our recent article on Clean Energy predictions: The year ahead – a 2024 Clean Energy preview | Foot Anstey.

From April 2025, drivers of electric and low emission cars, vans and motorcycles will need to pay vehicle tax in the same way as petrol and diesel vehicles. Most electric vans will move to the standard annual rate for light goods vehicles, marking the end of the honeymoon period EVs have enjoyed.

While this policy will help to level the playing field for all vehicle types, it will likely lead to higher operating costs for retailers, influencing logistics strategies, consumer pricing, and potentially the pace of EV adoption within retail.

On 7 April 2025, the Government announced a relaxation of electric vehicles sales’ targets in response to the imposition of up to 35% tariffs on UK car sales to the US, in an effort to support the UK’s car manufacturing industry. The US is the second largest export market for the UK car industry, behind the EU.

The ban on the selling of new petrol or diesel cars from 2030 (reinstated by the Labour Government) will remain, but manufacturers will have more flexibility and will face reduced fines for not hitting EV sales targets. At present, 28% of new cars sold in the UK must be electric and this requirement will rise (albeit incrementally) annually to 2030. A £15,000 fine for each vehicle sold which does not satisfy the required emissions standards will be cut to £12,000 per vehicle.

Some smaller firms, such as Aston Martin and McLaren will be allowed to continue to sell petrol cars beyond 2030 because they manufacture a small number of vehicles annually. The Government has introduced this exemption to preserve these iconic British car brands.

The sale of hybrid vehicles will also be banned from 2035 to “help ease the transition and give industry more time to prepare”. Petrol and diesel vans will be permitted to be sold until 2035, in a move intended to support businesses.

Full article: Road to net-zero: Is the government rowing back on its commitment to electric vehicles? | Foot Anstey

The market for corporate renewable power purchase agreements (PPAs), under which corporates (such as large retailers) purchase renewable energy at a pre-agreed price for a pre-agreed period, has grown rapidly over the last couple of years. By entering into a PPA, businesses have the benefit of price certainty as they reduce their expose to fluctuating grid prices, whilst also contributing to their environmental sustainability commitments.

We expect the corporate PPA market to continue to expand as the number of renewable energy projects in the UK increases rapidly, and retailers will be looking to take advantage of this opportunity.

The previous Government conducted a consultation on the UK Low Carbon Hydrogen Certification Scheme which sought to introduce a UK-wide, voluntary certification scheme in 2025 to verify hydrogen producers’ compliance with the Low Carbon Hydrogen Standard. While the previous government committed to launching the hydrogen certification scheme in 2025 as part of the British Energy Security Strategy, it remains to be seen if the new Labour government will move forward with these plans.

The UK Low Carbon Hydrogen Certification Scheme, if it is adopted by the current Government, may encourage adoption in retail logistics and operations. While there may be initial cost, the certification will enable retailers to credibly expand their green efforts, diversify energy sources, and potentially reduce long-term emissions.

The Great British Energy Bill, expected to create a publicly owned company named Great British Energy (GBE), is set to reshape the UK’s energy sector, aiming to make the country a leader in renewable energy.  The Bill is currently being considered by the House of Commons following proposed amendments by the House of Lords, so we are yet to see when or whether the Bill reaches Royal Assent. In light of the Autumn 2024 Budget, £125 million will also be allocated Great British Energy in 2025-26.

For the retail sector, the bill could be expected to foster more domestic renewable energy production and encourage the retail sector to offer more green energy products. The bill also emphasises energy efficiency measures which will include incentives for residential and commercial energy-saving technologies.

M&S applied to demolish and install two mixed use retail developments on Oxford Street. In 2023, the Secretary of State for Levelling Up, Housing and Communities (Michael Gove) refused permission on ground of heritage and carbon impact, stating that the site should be refurbished instead. M&S brought a legal challenge to the decision arguing that the minister had made errors of judgment in his decision. The company has as of 1 March been successful on 4 of the 6 grounds it brought. The High Court considered that whilst the planning policy encouraged the re-use of buildings, this was not to be interpreted as a presumption for retrofitting.  The decision is now remitted back to the SoS to be redetermined.

For retail and consumer sector clients, the decision suggests that although retailers should consider whether retrofitting is appropriate – as central government is clearly encouraging – the outcome of the case suggests that planning law will not be interpreted to favour re-use and refurbishment in all circumstances. The decision also highlights the need for clear guidance to address conflicts between the arguments for demolishing compared with redeveloping property more generally.

On 6 November 2024, the Home Office published its guidance (“Guidance”) on the ‘Failure to Prevent Fraud’ offence (“FTP Offence”). Consequently, following the 9-month implementation period, the FTP Offence will come into force on 1 September 2025. From that point, large organisations can be liable for up to an unlimited fine if they benefit (or are intended to benefit) from the fraud of an “associated person”. This brings to an end lingering uncertainty as to the two new fraud offences created by the Economic Crime and Corporate Transparency Act 2023. Further information can be found here.

On 1 August 2024, in response to a question regarding whether the government plans to reintroduce the Litigation Funding Agreements (Enforceability) Bill and other related issues, the Ministry of Justice confirmed that the government “will take a more comprehensive view of any legislation to address issues in the round” once the Civil Justice Council (CJC) concludes its report on third party civil litigation funding (anticipated in summer 2025).The Bill was originally introduced in the last Parliamentary session, but could not be completed before Parliament was prorogued on 24 May 2024 for the General Election. The effect of this legislation would make it easier for the public and consumers to obtain third-party financial support for complex litigation, thus improving access to class action funding. However, the government also want to set up “adequate safeguards” to protect claimants from unfair terms.

After successfully passing through Parliament, the Arbitration Act 2025 (the “Act”) received Royal Assent on 24 February 2025, and its main provisions will come into effect in due course. The Act brings several amendments to the Arbitration Act 1996 (the “1996 Act”), which serves as the primary legislation governing arbitration in England, Wales, and Northern Ireland.

The key reforms tackled by the Act concern are:

• The governing law of the arbitration agreement;
• The arbitrator’s duty of disclosure;
• Summary disposal;
• The court’s powers in support of arbitral proceedings;
• Emergency arbitrator awards; and
• Awards for lack of substantive jurisdiction.

Given the increasing popularity of arbitration in England, getting to grips with these amendments is crucial for all businesses. In the government’s recent press release they have underlined that the Act looks to make “arbitration fairer and more efficient by simplifying procedures to reduce costs and protecting arbitrators from unreasonable lawsuits“, whilst still ensuring that “the UK remains the global destination of choice for the legal sector, outstripping competitors such as Singapore, Hong Kong and Paris“.

If you would like to learn more about this please follow this link to our recent detailed article on the Act, or contact a member of our expert team.

On 25 October 2024, the Court of Appeal handed down its decision in three combined appeal cases, being (1) Johnson v Firstrand Bank Ltd (2) Wrench v Firstrand Bank Ltd and (3) Hopcraft v Close Brothers Limited. This decision prompted significant reaction from the motor finance industry due to the Court’s decision on the nature of duties owed by a dealer – when also acting as a credit broker  – and the required duty of disclosure. In this ruling, the Court made it clear that lenders are required to disclose clearly and fairly to consumers the amount of any commission which may be paid and the basis on which it is calculated so that the consumer can make a fully informed decision.

At the beginning of April 2025, the UK Supreme Court heard the much-anticipated appeal which examined the extent of the dealer’s obligation to obtain the customer’s consent for receiving commission from the lender. This decision is highly awaited by the Financial Conduct Authority (FCA), since the Court of Appeal’s current findings are in direct conflict with the FCA’s rules concerning credit brokers.

The FCA are desperate for an expedited judgment on liability and remedies for legal certainty, while the court says that it will likely rule in July. We eagerly await the Supreme Court’s decision and whilst it is frustrating for the industry to wait longer for certainty, we will provide a clear and concise breakdown of the Supreme Court’s rulings in due course.

Churchill v Merthyr Tydfil County Borough Council – Court has the power to stay proceedings to allow, or can actually order, parties to engage in non-court ADR.

Gordiy v Dorofejeva and another – The Court warned legal practitioners that claims valued under £1 million should not be commenced in the Commercial Court. The Judge commented that the commencement and/or continuation of proceedings in the correct court is equally the responsibility of all parties.

James Churchill v Methyr Tydfil Borough Council [2023] EWCA Civ 1416 – held that the court could stay proceedings or order parties to “engage in a non-court- based dispute resolution process”.

ASA ruling on HSBC UK Bank plc – HSBC UK Bank plc – ASA | CAP – the basis of environmental claims must be clear and that unqualified claims could mislead if they omit significant information.

Professor Carolyn Roberts v (1) Severn Trent Water Limited and (2) Severn Trent PLC – collective action taken against Severn Trent Water for alleged overcharged water services and abuse of market dominance to under-report pollution incidents.

Wood v Commercial First Business Ltd – The leading case law concerning Secret Commissions.

CCP Graduate School Ltd v National Westminster Bank Plc and Santander UK Plc[2] – court considered the possibility of a so-called “Retrieval Duty” on the part of a payment service provider to track and retrieve misappropriated funds.

The High Court considered an application by the administrator of a deceased person’s estate for an order under section 284 of the Insolvency Act 1986 to validate the payment of future litigation costs. The court held that where there is a risk of insolvency it is required to balance the interests of both the beneficiaries and creditors of a deceased’s potentially insolvent estate.

Johnson v Firstrand Bank Ltd & Others – leading case law concerning ‘secret’ commission. The full judgment can be found here.

PI-Design AG v Shein – Awaiting judgment for this case which will shed light on the evolving landscape of copyright law and will likely further emphasise the contrasting approaches between taken by Courts in the European Union and the United Kingdom.

In the first quarter of 2025 the United States embarked on an intensive tariff policy, imposing a blanket 10% tarrif on all US imports and increasing the tariff  on a broad range of imports from 57 countries. With some countries imposing reciprocal tariffs, businesses worldwide and in the UK now face significant supply chain issues, potentially, resulting in reduced revenues and profits as a result of increased costs.

This is likely to impact mergers and acquisitions (M&A) within the retail and consumer industry in the following ways:

• Buyers will need to carry out enhanced due diligence on supply chains and customer arrangements to determine the impact of tariffs on the supply chain of the seller;
• Buyers are likely to reduce their valuations of a seller’s business and/or include more complex purchase price adjustment mechanisms to mitigate the potential impacts of tariffs;
• Deal volume could decrease. In 2024, retail and consumer deal activity was almost double that of 2023. Given the proliferation of tariffs, deal timelines could be lengthened to allow parties to operate from a more informed position, reducing short term deal activity.

The Autumn Budget brought along with it a range of changes that are likely to significantly impact the retail and consumer sectors. The main changes of concern relate to the increase of employer’s National Insurance Contributions (NIC) and an increase in the National Living Wage (NLW) which have come into force from April 2025.

Dealing with NIC first, the Labour Government announced that as of 6 April 2025, the secondary Class 1 NIC threshold for employers will decrease from £9,100 to £5,000 per annum and the main rate of secondary Class 1 NIC will increase from 13.8% to 15%. Although the corresponding allowance has also been increased, these changes mean that many employers will begin to pay NIC on lower earnings and at higher rates. Coupled with an increase to the NLW from £11.44 to £12.21 per hour, these changes are likely to impact budget planning for all kinds of businesses, but especially those in the retail and consumer sector where varying types of employment arrangements tend to be in place.

On 6 November 2024 guidance to organisations was published providing advice on the new corporate criminal offence of ‘failure to prevent fraud’ introduced by the Economic Crime and Corporate Transparency Act 2023.

Under the offence, a large organisation may be criminally liable where an employee, agent, subsidiary, or other associated person commits a fraud intending to benefit the organisation and the organisation did not have reasonable fraud prevention procedures in place. The organisation may also be found liable where the offence is committed with the intention of benefitting a client of the organisation.

The guidance sets out the aim of the legislation and procedures that organisations can put in place to prevent associated persons from committing fraud offences. The offence will come into effect on 1 September 2025 to allow organisations to develop and implement their fraud prevention procedures.

Link: Economic Crime and Corporate Transparency Act 2023: Guidance to organisations on the offence of failure to prevent fraud (accessible version) – GOV.UK

Veranova BidCo LP v Johnson Matthew PLC and others (2025) EWHC 707 (Comm)

The Commercial Court was asked to consider whether a deceit claim lodged by Veranova Bidco LP (Veranova) against Johnson Matthey PLC (JS) had a reasonable prospect of success as part of an application for summary judgment.

Veranova Bidco LP (Veranova) acquired a company from Johnson Matthey PLC (JS) and a draft disclosure letter was prepared by JS as part of negotiations. In the claim, Veranova alleges JS failed to disclose that the business it was purchasing was reconsidering its position with a key customer (which may impact how much the business was worth). Veranova lodged a claim against JS for breaching its warranties in the SPA and misrepresentation (through deceit or fraud).

JS applied for summary judgment to have Veranova’s claim dismissed on the basis that it had no reasonable prospect of success. However, the court held that JS’s submission that a disclosure letter could not create representations was a question to be considered at trial. Furthermore, the court found that a disclosure letter may contain information that a buyer could reasonably rely on.

WH Holdings Ltd v E20 Stadium LLP

Here, the Commercial Court was asked to consider the meaning of a ‘manifest error’ being made during the course of expert determination.

The case revolved around a concession agreement between E20 Stadium LLP and WH Holding Limited; in the agreement, WH Holding Limited agreed to pay E20 Stadium LLP a sum of money if provisions in the agreement were triggered. Due to a dispute as to whether those provisions were in fact triggered, the expert determination clause within the concession agreement came into operation; this clause stipulated that an expert determination would bind both parties except in instances where a ‘manifest error’ was made by the expert.

The court upheld previous decisions which stipulate that, to identify a manifest error, the error made must be (i) demonstrable without extensive investigation and (ii) be obviously capable of affecting the expert’s determination. The court also held that the exact meaning of a manifest error and how much investigation is required depends on the dispute context and the contract itself. It was found that, in this instance, errors in the expert’s determination fit into both aforementioned categories and therefore could not be final and binding.

Aspects of the Digital Markets, Competition and Consumers Act 2024 (DMCCA) came into effect from 6 April 2025. The legislation aims to overhaul competition and consumer protection laws, reworking the UK regulatory framework to address the requirements and complexities of the digital era.

The changes introduced on the 6 April 2025 included:

• Prohibition of drip-pricing meaning retailers will be required to give customers the total price of products upfront.
• Additional rules around fake reviews where retailers are now subject to a proactive obligation to take reasonable steps to prevent and remove fake and/or concealed incentivised reviews.
• New enforcements rights for the Competition Markets Authority including the ability to impose monetary penalties on businesses and senior individuals within those businesses.

You can read more about the changes in our recent article.

From 1 June 2025, the Environmental Protection (Single-use Vapes) (England) Regulations 2024 comes into effect to prohibit the sale and supply of single-use vapes in England. This includes any non-medical device used to vaporise substances, other than tobacco, which is not refillable.

Retailers and venues which currently offer for sale single-use vapes should be preparing for the change in regulation in the coming months by renegotiating the terms of any supplier arrangements or giving notice to terminate such agreements.

In March 2025, the ICO announced a package of measures to support the Government’s growth agenda. These measures will include:

• data essentials training programme for small businesses;
• statutory code of practice for businesses developing or deploying AI to safeguard the public’s privacy;
• simpler guidance for businesses developing or deploying AI to clarify data protection law;
• privacy-friendly advertising review; and
• new guidance on international transfers of data.

We are expecting to see movement on this front over the coming months with more guidance being developed to settle the uncertainties retailers may be experiencing when considering whether to introduce AI into their practices.

The Terrorism (Protection of Premises) Act 2025 has introduced requirements on those responsible for certain publicly accessible premises and events to implement measures to protect against terrorist attacks. It:

• Requires certain premises and events to take reasonably practicable actions to mitigate the impact of a terrorist attack and reduce physical harm. Certain larger premises and events in an enhanced tier will also be required to take steps to reduce the vulnerability of the premises to terrorist attacks.
• Mandates, for the first time, who is responsible for considering the risk from terrorism and how they would respond to a terrorist attack at certain premises and events.
• Establishes a regulator to support, advise and guide those responsible for premises and events in meeting the legislative requirements (this will be a new function of the existing Security Industry Authority (SIA)).

The Act is expected to be followed by supplementary guidance in the coming year which is likely to elaborate on the measures which would be considered reasonably practicable, and answers outstanding questions such as how to divide responsibility where there are multiple responsible persons

From 1 October 2025, paid-for online advertisements for less healthy HFSS (high fat, salt, or sugar) products will be banned. Following two consultations, the government announced it would introduce the following restrictions:

• A 9pm watershed for advertisements of HFSS products, applicable to television and UK on-demand programmes.
• A prohibition on paid-for advertising of unhealthy food and drink products online.

The Committee of Advertising Practice (CAP) published a consultation on the revised draft guidance on 18 February 2025 and are expected to publish final guidance in spring 2025.

The Government released a policy statement in April 2025 stating its continued commitment to developing and progressing the Cyber Security and Resilience (CSR) Bill following its announcement in the 2024 Kings Speech.

The CSR Bill seeks to modernise the existing Network and Information Systems (NIS) Regulations to encompass the wider range of digital services and supply chains the sector is experiencing. The Bill is expected to require organisations to report a broader range of cyber incidents including ransomware attacks and give enhanced powers to regulators such as the ICO.

Whilst the Bill is in its infancy, retailers can expect to be kept up to date with the developments in this area over the coming year by our specialist tech team.

Thaler v Comptroller of Patents [20 Dec 2023] – The Supreme Court held that the AI “inventor” DABUS was not an inventor for the purposes of the Patents Act 1977 (“PA 1977”) and Dr Thaler therefore did not derive the right to secure the grant of the patents to himself through his ownership of DABUS. As a result, the Comptroller was right to find that the applications were deemed to be withdrawn.

Find out more

From 06 April 2025, parents will have the right to paid leave if their baby requires neonatal care. The legislation can be found here.

The new legislation allows parents of babies in neonatal care an additional 12 weeks of leave and pay if eligible, on top of parental leave. Employers must revise existing policies or create new ones to incorporate neonatal care leave and pay provisions, ensuring compliance with the new legislation.

The ERB proposed to make paternity leave a day one right and enable paternity leave to be taken after shared parental leave.

Employers should keep up to date on the proposals and be ready to update policies and consider any impact on contractual enhancements.

This is expected to come into force in 2026.

The latest annual update for awards for injury to feelings in discrimination and detriment cases has been announced. The presidential guidance can be found here.

Claims presented on or after 6 April 2025 shall now be as follows:

• a lower band of £1,200 to £12,100 (less serious cases);
• a middle band of £12,100 to £36,400 (cases that do not merit an award in the upper band); and
• an upper band of £36,400 to £60,700 (the most serious cases), with the most exceptional cases capable of exceeding £60,700.

National Minimum Wage rates from 01 April 2025:

• • (21+) – £12.21 per hour
  • (18-20) – £10.00 per hour
  • (16-17) – £7.55 per hour
  • Apprentices – £7.55 per hour

Employers’ national insurance contributions will rise, from 06 April 2025, from 13.8% to 15% on 6 April 2025. The threshold at which employers become liable to pay NICs will drop from £9,100 to £5,000, until 5 April 2028.

Statutory sick pay will rise, from 06 April 2025, to £118.75 per week, with the lower earnings limit to qualify for statutory sick pay rising to £125 per week.

The cap on a week’s pay for statutory redundancy pay calculations will increase, from 06 April 2025, from £700 to £719. The maximum limit for compensatory awards in unfair dismissal claims will rise from £115,115 to £118,223.

The Claimant was employed as a support worker and involved in planning and taking part in lawful strike action. After the strikes ended, she was suspended.

The Claimant complained to the Employment Tribunal, that her suspension amounted to a detriment imposed for the sole or main purpose of preventing her from taking part in trade union activities or penalising her for having done so, in breach of section 146 of Trade Union and Labour Relations (Consolidation) Act 1992 (TULRCA).

On final appeal, the Supreme Court made a declaration that the failure of s. 146 of TULRCA to provide any protection against sanctions short of dismissal for union members taking part in lawful industrial action is incompatible with Article 11 of the ECHR.

We will keep an eye on legislative developments in light of the Supreme Court’s ruling and await action (if any) from Parliament.

For Women Scotland (FWS) challenged the Scottish Government’s statutory guidance on the Gender Representation on Public Boards (Scotland) Act 2018. This guidance included transgender women with Gender Recognition Certificates (GRCs) within the definition of “woman” for the purpose of achieving gender balance on public boards.

In this appeal, the Appellant challenged the lawfulness of statutory guidance issued by the Respondent, which had the effect of bringing transgender women with a GRC within the definition of “woman” for the purposes of the Equality Act 2010, meaning that those holding a GRC would therefore have the right to access single-sex services provided for members of the opposite (biological) sex.

On 16 April, the Supreme Court confirmed that the terms ‘man’, ‘woman’ and ‘sex’ I the Equality Act 2010 refer to biological sex.

This landmark decision has significant ramifications for the interpretation of sex and gender in UK law, influencing future legislation, policy-making, and the rights of transgender individuals.

We have written an article on the implications here.

New Rules around the cancellation of Canadian trade marks represent a significant change for UK businesses managing rights in Canada.

Find out more here: New CIPO pilot project on registrar-initiated cancellation proceedings for non-use

The World Intellectual Property Organisation is currently conducting a survey to collect information on:

1. The incidence of bad faith and use of central attack in relation to international trade mark registrations; and
2. Other grounds used to request cancellation of an international trade mark registration due to ceasing of effect of the basic (national or regional) mark.

The deadline for response was 30 April 2025. We now await the results which are expected to provide valuable insights into current practices and challenges in this area.

To be heard in the summer of this year, this case is set to consider key questions relating to the interaction between generative AI models and copyright and database law.

Questions which are of particular focus in the sector currently and, as a result, many will be keeping a close eye on this one in the hope that the outcome provides important clarity and guidance for AI providers and rights holders alike.

On 31 December 2025, the five-year window to make use of cloned UK trade marks will expire. Businesses must review their trade mark portfolios and consider whether they are in a position to provide evidence of use of the cloned registrations in the UK, or be aware of the risk of cancellation if they cannot.

The Supreme Court have handed down its judgment relating to whether or not the filing of broad trade mark specifications can amount to bad faith. The Supreme Court unanimously accepted Skykick’s appeal in part. The most useful takeaway is the court’s confirmation that a trade mark can be revoked on the basis of bad faith if the applicant did not intend to use the mark for all goods and/or services applied for.

The judgment contains useful pointers as to how to undertake such an analysis and determination, which largely relies on looking at the whole circumstances surrounding the filing.

The ruling is an important ongoing consideration for future trade mark applications and during contentious proceedings. It remains to be seen what the effect will be in practice and this is expected in 2025.

Find out more here: Is the Sky the Limit? – The Supreme Court’s ruling in Skykick v Sky highlights the importance of genuine use in trade mark registration

The Court of Appeal decision on 20 January 2025 that Aldi’s TAURUS cloudy cider lemon packaging has come too close to that of Thatchers’ cloudy lemon cider is a highly encouraging decision which reinforces that brand owners can succeed in an ‘unfair advantage’ claim when a competitor comes too close with a lookalike product.

Find out more here: Too close for comfort – the Court of Appeal decision in Thatchers v Aldi

In this case, the Supreme Court is expected to address questions relating to post-sale confusion and consumer perception. Watch this space.

Following the Court of Appeal decision in late 2024, Oatly has been granted permission to appeal the ruling to the Supreme Court. The case has important implications for the use of regulated dairy terminology, brand owners in the dairy and non-dairy market will be watching closely.

This is an important and interesting decision that seemingly contravenes past jurisprudence regarding the extent of a director’s liability in relation to tortious acts. In a trade mark infringement claim, the Court of Appeal held that both a company and its two directors were considered jointly liable for trade mark infringement because of their company’s manufacturing and sale of infringing clothing. As the infringing company was dissolved, the claimant was unable to recover any damages from it. However, the Court of Appeal upheld the trial judge’s decision that while the company’s directors did not have to account for the profits the company made, they should pay 10% of their salaries over the infringing period.

The decision was appealed to the Supreme Court by both the claimant and defendant.

Ultimately the Supreme Court stated that the directors were not jointly liable as accessories to the company’s wrongdoing by procuring the company to commit the infringing acts/acting with a common design. This is because the directors had acted in good faith and without knowledge of the “essential facts” that made the company’s acts wrongful. Further, even if the directors were liable, they could only account for the profits they personally made from the infringements. Therefore the directors were not required to pay profits earnt by the company and neither did they have to pay a proportion of their salaries which appeared to be standard remuneration.