“THE CONTRACTOR must notify THE SFA if there is a change in its name and/or ownership. THE SFA reserves the right to terminate the Contract if it considers in its absolute discretion that the change in ownership would prejudice THE CONTRACTOR’S ability to deliver the Services.”
“We [the SFA] will review whether the education and training you provide represents good value for money. If we consider that the funding we have provided is significantly more than the cost of the education and training, we may, after consulting you, reduce the amount of funding we pay you.”
“It is an organisation that has done very well recently and expanded rapidly and does seem to have a strong employer driven focus and has scored well with Ofsted. I have said that I will visit one of their centres later this year. Subject to looking at their data more, this might be the kind of organisation we would seek to expand in future because they do pull new employers in. One of the things I want the App Delivery Board to do is to take a targeted look at how we manage growth to focus on the game changers.”
“We look forward to receiving your approval for a change of control at your earliest convenience.”
“The education and training sector is in the throes of massive reform — an employer led system in essence from development of products through to employer selection of providers to deliver their apprenticeship needs. How are you ensuring that there is business continuity in a changing world and that your investment is protected? In addition Aspire Achieve Advance will be entering to deliver to SMEs through the procurement round that closes on the 25th November. What are the contingency plans if the application is unsuccessful? What happens if the plans for growth do not materialise, will you call your investment in?”
“• What is the investment being made • How much is going into the business and how much to buy out existing shareholders • What are current stakes of shareholders • What will be future stakes • What due diligence has been done on 3aaa by Trilantic and what their aspirations are.”
“The aim is to conclude the transaction by the 21/12 and whilst the timescale is tight we would appreciate your continued support to work to this timetable”
“The SFA requires providers that it holds direct contracts with to notify us if there is a change in its name and/or ownership. We reserve the right to terminate the Contract if we consider in our absolute discretion that the change in ownership would prejudice the provider’s ability to deliver the Services”
“at this point, based on the information provided, the SFA is not able to agree to this change in ownership in the context of current and future contracts”
“We would be prepared to reconsider our decision in the New Year if you can provide further detail which would provide assurance that a change of ownership would not prejudice your ability to deliver our contract.”
“In a nutshell – it is as simple as PL wanting to see that we had planned for a£5m only allocation for new starts and that we had contingency plans in place for this possibility and that TCP were aware of what a£5M only allocation might mean and still wanted to invest and not walk away and leave a potential issue with apprentices on programme and their completion, which other investors had done with other companies in the past.”
"The rationale underlying the first limb is straightforward. Every power granted to a public official is granted for a public purpose. For him to exercise it for his own private purposes, whether out of spite, malice, revenge, or merely self-advancement, is an abuse of the power. It is immaterial in such a case whether the official exceeds his powers or acts according to the letter of the power: see Jones v Swansea City Council[1990] 1 WLR 1453 . His deliberate use of the power of his office to injure the plaintiff takes his conduct outside the power, constitutes an abuse of the power, and satisfies any possible requirements of proximity and causation."
“In the ordinary run of cases, courts consider what has been decided previously and follow the precedents (unless it is necessary to consider whether the precedents should be departed from). In cases where the question whether a duty of care arises has not previously been decided, the courts will consider the closest analogies in the existing law, with a view to maintaining the coherence of the law and the avoidance of inappropriate distinctions. They will also weigh up the reasons for and against imposing liability, in order to decide whether the existence of a duty of care would be just and reasonable.”
“the concept [of assumption of responsibility] provides its own explanation why there is no problem in cases of this kind about liability for pure economic loss; for if a person assumes responsibility to another in respect of certain services, there is no reason why he should not be liable in damages for that other in respect of economic loss which flows from the negligent performance of those services. It follows that, once the case is identified as falling within the Hedley Byrne principle, there should be no need to embark upon any further enquiry whether it is "fair, just and reasonable" to impose liability for economic loss…”
“It has therefore become clear that, although it may require cautious incremental development in order to fit cases to which it does not readily apply, this concept remains the foundation of the liability.”
“The principle thus established is capable of development. Indeed it has undergone considerable development since 1964, for example to cover omissions and the negligent performance of services. But these have been incremental changes within a consistent framework of principle. One area in which the courts have resisted expanding the scope of liability concerns the person or category of persons to whom the duty is owed. The defendant's voluntary assumption of responsibility remains the foundation of this area of law, as this court recently confirmed after a full review of the later authorities in NRAM Ltd (formerly NRAM plc) v Steel[2018] 1 WLR 1190 , paras 18–24 (Lord Wilson JSC).”
“My Lords, I consider that it follows and that it should now be regarded as settled that if someone possessed of a special skill undertakes, quite irrespective of contract, to apply that skill for the assistance of another person who relies upon such skill, a duty of care will arise. The fact that the service is to be given by means of or by the instrumentality of words can make no difference. Furthermore, if in a sphere in which a person is so placed that others could reasonably rely upon his judgment or his skill or upon his ability to make careful inquiry, a person takes it upon himself to give information or advice to, or allows his information or advice to be passed on to, another person who, as he knows or should know, will place reliance upon it, then a duty of care will arise. It is also apparent from well-known passages in the speech of Lord Devlin, at pp 528—530: ‘I think, therefore, that there is ample authority to justify your Lordships in saying now that the categories of special relationships which may give rise to a duty to take care in word as well as in deed are not limited to contractual relationships or to relationships of fiduciary duty, but include also relationships which in the words of Lord Shaw in Norton v Lord Ashburton[1914] AC 932 , 972 are “equivalent to contract”, that is, where there is an assumption of responsibility in circumstances in which, but for the absence of consideration, there would be a contract . . . I shall therefore content myself with the proposition that wherever there is a relationship equivalent to contract, there is a duty of care . . . Where, as in the present case, what is relied on is a particular relationship created ad hoc, it will be necessary to examine the particular facts to see whether there is an express or implied undertaking of responsibility.’ the speech of Lord Morris of Borth-y-Gest in Hedley Byrne, with which 68. Since Hedley Byrne, the principle has been applied in a variety of situations in which the defendant provided information or advice to the claimant with an undertaking that reasonable care would be taken as to its reliability (either express or implied, usually from the reasonable foreseeability of the claimant’s reliance upon the exercise of such care), as for example in Smith v Eric S Bush[1990] 1 AC 831 , or undertook the performance of some other task or service for the claimant with an undertaking (express or implied) that reasonable care would be taken, as in Henderson v Merrett Syndicates Ltd and Spring v Guardian Assurance plc[1995] 2AC 296 . In the latter case, Lord Goff of Chieveley observed, at p 318: ‘All the members of the Appellate Committee in [Hedley Byrne] spoke in terms of the principle resting upon an assumption or undertaking of responsibility by the defendant towards the plaintiff, coupled with reliance by the plaintiff on the exercise by the defendant of due care and skill. Lord Devlin, in particular, stressed that the principle rested upon an assumption of responsibility when he said, at p 531, that “the essence of the matter in the present case and in others of the same type is the acceptance of responsibility” . . . Furthermore, although Hedley Byrne itself was concerned with the provision of information and advice, it is clear that the principle in the case is not so limited and extends to include the performance of other services, as for example the professional services rendered by a solicitor to his client: see, in particular, Lord Devlin, at pp 529—530. Accordingly where the plaintiff entrusts the defendant with the conduct of his affairs, in general or in particular, the defendant may be held to have assumed responsibility to the plaintiff, and the plaintiff to have relied on the defendant to exercise due skill and care, in respect of such conduct.’”
“An examination of the case law indicates (see Clerk and Lindsell on Torts, 23rd ed (2021), paras 7-113 to 7-137) that the factors which have been of particular relevance in determining whether there is an assumption of responsibility in relation to a task or service undertaken include: (i) the purpose of the task or service and whether it is for the benefit of the claimant; (ii) the defendant’s knowledge and whether it is or ought to be known that the claimant will be relying on the defendant’s performance of the task or service with reasonable care; and (iii) the reasonableness of the claimant’s reliance on the performance of the task or service by the defendant with reasonable care.”
“It is essential in English law that the duty [of care] should be established: the mere fact that a man is injured by another’s act gives in itself no cause of action: …if the act involves a lack of due care .. no case of actionable negligence will arise unless the duty to be careful exists.”
“83.2. Even had the TLP Acquisition completed in late 2016 or early 2017, the purchaser would have been entitled to redress from the Claimants (a) upon discovery of the Data Manipulation and Wrongful Retention and/or upon the ESFA’s decision to terminate in contracts with the Company on the basis of the same.”
“84.3. Alternatively, if the price agreed in the TLP Acquisition was higher than the true value of the Claimants’ shares, the Defendant will say that any valuation of the Company, the Group Company’s shares [3AAA Group] in the Company and/or the Claimants’ shares in the Group Company as at December 2016 which did not take into account the Data Manipulation and Wrongful Retention would have been flawed. Paragraph 83.2 above is repeated.”