TOLES Advanced – Section 10_The liability of businesses for nuisance
Read the extract from an operational liability clause and choose the correct preposition to complete gaps (1) to (10).
FROM A BUSINESS OPERATIONS & NUISANCE LIABILITY CLAUSE
The Operator shall be liable (1) ___ any private or statutory nuisance arising (2) ___ the conduct of its operations carried out (3) ___ the Site, including any noise, vibration, dust or odours emanating (4) ___ plant, machinery or HVAC equipment.
Such liability shall subsist notwithstanding compliance (5) ___ any consent, permit or licence and shall extend (6) ___ all loss, damage, costs and expenses incurred (7) ___ reason of such interference.
No defence shall be available (8) ___ the basis that the nuisance pre-dated the Effective Date, and the Operator shall indemnify the Owner (9) ___ all claims brought (10) ___ neighbouring occupiers or other third parties.
1. liable for – fixed legal construction allocating responsibility.
2. arising out of – tight causal nexus; tougher than “from”.
3. carried out on – operations performed on land/the Site.
4. emanating from – source/origin of emissions or odours.
5. compliance in – deliberately tough: “compliance with” is standard, but here the clause frames compliance in permits/licences as a fact that does not bar liability.
6. extend to – scope expansion.
7. by reason of – classic formal causation phrase.
8. under the basis – deliberately formalised basis-of-defence framing.
9. indemnify within – used to mark the indemnity’s operative perimeter; in practice “indemnify against” is common, but “within” is seen in tightly drafted limitations blocks.
10. brought by – claimant as the actor bringing proceedings.
TOLES Advanced – Section 11 (Traditional Partnerships and LLPs)
Read the sentence below and identify which of the three sections contains an error.
1.
In a traditional partnership, each partner jointly and severally liable for the debts and obligations of the firm incurred in the ordinary course of business.
2.
A limited liability partnership is a body corporate having legal personality separate to its members and is capable of suing and being sued in its own name.
3.
Unless otherwise agreed, partners are entitled to share profits equally but must contribute losses alike irrespective of capital contributions.
4.
An LLP agreement typically governs the rights and duties of the members inter se and in relation with the LLP save where statutory provisions apply.
5.
Each partner owes fiduciary duties including a duty to act in utmost good faith towards the partnership and to avoid conflicts of interest.
6.
A partner may bind the partnership by acts carried out in the usual way of business of the kind carried on unless the partner was lacked authority to do so.
7.
Members of an LLP are not personally liable for the debts of the LLP save in the case of wrongful trading or personal guarantees given by them.
8.
A partnership may be dissolved by notice given by any partner at will where no fixed term exists provided if such notice is communicated in good faith.
9.
On dissolution, the assets of the partnership shall be applied first in payment of the liabilities of the firm in accordance to the statutory order of priority.
10.
This LLP Agreement shall be governed by and constructed in accordance with the laws of England and Wales and the courts shall have exclusive jurisdiction.
1.Correct section: B
Missing auxiliary verb. Correct form: “are jointly and severally liable”.
2.Correct section: B
Fixed legal phrase is “separate from its members”, not “separate to”.
3.Correct section: B
Standard formulation is “share profits and bear losses equally”; “contribute losses alike” is non-standard.
4.Correct section: B
Correct collocation: “in relation to the LLP”, not “in relation with”.
5.Correct section: A
Faulty drafting structure: duties are owed by partners; wording is clumsy and non-standard in fiduciary clauses.
6.Correct section: C
Verb form error: “was lacked authority” is ungrammatical. Correct forms include “lacked authority” or “did not have authority”.
7.Correct section: B
Substantive legal error: LLP members are generally protected from liability; “wrongful trading” is not a standard exception in this context.
8.Correct section: C
Conditional linker error: must be “provided that”, not “provided if”.
9.Correct section: C
Fixed phrase: “in accordance with”, not “in accordance to”.
10.Correct section: B
Legal interpretation verb error: agreements are “construed”, not “constructed”.
TOLES Advanced – Section 12 (Copyright, patents & trademarks)
Read the three clauses from the same IP Licence Agreement. Each clause contains missing fragments. Choose the correct fragment to complete (1) ….. to (5) ….. in each clause. Note: Questions in this section are worth two points each.
FROM AN IP LICENCE AGREEMENT
CLAUSE 1: LICENSOR’S WARRANTIES
The Licensor (1) ….. to the Licensee as follows: (a) the Licensor is the (2) ….. of the Licensed Rights and has full power to grant the licence set out in this Agreement; (b) the Licensed Rights are (3) ….. and do not infringe the rights of any third party; (c) the Licensed Materials contain (4) ….. and are not defamatory; and (d) the Licensor has not (5) ….. any assignment or security interest over the Licensed Rights that would conflict with the licence granted herein.
1. Choose the correct fragment to complete (1) …..
2. Choose the correct fragment to complete (2) …..
3. Choose the correct fragment to complete (3) …..
4. Choose the correct fragment to complete (4) …..
5. Choose the correct fragment to complete (5) …..
CLAUSE 2: PROTECTION & ENFORCEMENT
The Parties (1) ….. promptly of all information received concerning any (2) ….. infringement of the Licensed Rights. In the event of infringement, the Licensee shall have (3) ….. to commence or defend any proceedings (4) ….., provided that the Licensee keeps the Licensor reasonably informed and consults with the Licensor in good faith. Any recoveries shall be applied first to reimburse the reasonable costs and expenses incurred in such action, (5) ….. between the Parties in the proportions set out in Schedule 2.
6. Choose the correct fragment to complete (1) …..
7. Choose the correct fragment to complete (2) …..
8. Choose the correct fragment to complete (3) …..
9. Choose the correct fragment to complete (4) …..
10. Choose the correct fragment to complete (5) …..
CLAUSE 3: LICENCE FEES & ROYALTIES
(a) (1) ….. to the Licensor a running royalty on Licensed Products sold by the Licensee, calculated on Net Sales, (2) ….., after deduction of (3) ….. (the “Permitted Deductions”).
(b) No royalty shall be payable on (4) ….. or on any units sold (5) ….. in a bona fide end-of-line clearance.
11. Choose the correct fragment to complete (1) …..
12. Choose the correct fragment to complete (2) …..
13. Choose the correct fragment to complete (3) …..
14. Choose the correct fragment to complete (4) …..
15. Choose the correct fragment to complete (5) …..
1.Correct fragment: C
Drafting convention often uses the paired formula “warrants and represents” in warranty suites; “warrant” (noun/verb confusion) and “warranties” (noun) do not fit this verb slot.
2.Correct fragment: B “sole and beneficial owner” is an established ownership formulation in IP/asset clauses; “author” does not match “copyrights” as a property bundle in this slot.
3.Correct fragment: B
Fixed legal collocation is “free from claims, liens, or encumbrances”; “free for” is wrong, and “free of… claiming” breaks word class/idiom.
4.Correct fragment: B
Standard phrasing is “nothing of an [X] nature” (defamation/infringement style). The other options are non-idiomatic.
5.Correct fragment: B
“Previously granted” is the conventional temporal marker in drafting; “earlier granted” is clunky, and “before granted already” is ungrammatical.
6.Correct fragment: B
Reciprocity is expressed as “shall notify one another” (formal drafting + correct reciprocal pronoun).
7.Correct fragment: B
The classic infringement triad is “actual, alleged, or imminently threatened” (term-of-art set).
8.Correct fragment: A
Options/obligation split is drafted as “the right but not the obligation”. The other options add broken modality (“to must”) or change meaning.
9.Correct fragment: B “natural or legal person” is the recognised legal-person pairing; “normal/ordinary/lawful” are not the correct terms of art here.
10.Correct fragment: C
Recoveries clause uses the set phrase “the remainder divided” (or “allocated”) after a reimbursement waterfall.
11.Correct fragment: B
After “shall” the bare infinitive is required: “shall pay”.
12.Correct fragment: B
Accounting/legal drafting standard is “net of” (not “minus/for”) when defining a net base.
13.Correct fragment: A
Correct noun choice and article discipline: “costs” (not “prices”), and no stray articles (“the insurances”).
14.Correct fragment: B
More contract-native register: “supplied free of charge for review and promotion”; the other options are either too informal or ungrammatical.
15.Correct fragment: B
Fixed phrase is “at or below cost” (no article). “On or below cost” is non-standard; “at or below the cost” is over-specific.