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Glossary

What are those legal terms?

ACQUISITION

The acquiring of property or rights into ownership.


ALTERNATIVE DISPUTE RESOLUTION

A method by which disagreements are resolved, other than through court litigation, often by arbitration and mediation.

See also Arbitration and Mediation


ARBITRATION

The adjudication upon a dispute by an independent person appointed on foot of an arbitration clause in an agreement or contract, or otherwise by agreement, as opposed to having resort to the Courts to determine such a dispute.


CALL OPTION

The unilateral right to commit another to a contractual relationship usually requiring that other party to sell shares, property or other assets at a pre-determined price or formula and usually on the basis of pre-determined conditions. It may be in tandem with a put option.

See also Put Option


CAPITAL ACQUISITIONS TAX

A tax on gifts and on inheritances. There are tax free ''threshold'' amounts which vary depending on the relationship between the giver and the receiver. All gifts and inheritances given by one spouse to another are exempt from capital acquisitions tax. A gift or inheritance of a dwellinghouse taken on or after 1st December 1999 is exempt from capital acquisitions tax if certain specified conditions are met, and a rate of tax at 20% applies since the Finance Act 2000.


CAPITAL GAINS TAX

A tax payable on the actual or ''deemed'' gain or profit made on the disposal of an asset. A disposal includes gifts and the transfer of assets into a settlement.


CHARACTER MERCHANDISING

The use of the image or character of any person, animate or inanimate, for profit.


CONSULTANCY AGREEMENT

An agreement to provide consultancy services (usually periodic) to a company or business.


CONVEYANCING

All necessary investigations into the ownership of a property and into the rights and obligations of the parties involved, along with the preparation of, and giving effect to, transfers, conveyances, contracts, leases or other assurances in connection with the disposition or acquisition of estates or interests in land or buildings.


COPYRIGHT

A property right whereby the owner of the copyright in any work may undertake, or authorise other persons in relation to that work to undertake, certain acts in the State referred to as acts restricted by copyright.


DATA PROTECTION

Provisions to protect one''s privacy in relation to electronic and computer-stored personal information. The Data Protection Act 1998 governs this issue and entitles an individual to find out if automated personal data is kept in relation to him and to have access to that data in certain circumstances.


DEBENTURE

An instrument, often but not necessarily under seal, issued by a company or public body as evidence of a debt or as security for a loan of a fixed or variable sum of money upon which interest and other penalties/charges may become payable.


DEED OF COVENANT

A commitment to make annual payments to a beneficiary for a minimum period whereby income for tax purposes is reduced and the beneficiary''s income is thereby increased.


DEED OF FAMILY ARRANGEMENT

A written agreement between members of a family providing for the future ownership and control of property, or to surrender or release any inherited interest in favour of another.

 

DEFAMATION

The making of an untrue or unjustified statement against another person, whether oral or written, which tends to lower that person in the eyes of right thinking members of society.

See also Libel and Slander


DISCRETIONARY TRUST

A trust where property is given to trustees who have a discretion as to which members of a specified class of persons they will pay the income of the trust property or transfer the capital to, and in what proportions. It is a trust whereby a beneficiary may have no automatic right to any part of the capital or income of the trust fund and where the trustees have full discretion as to when to make payments in respect of the capital part of the fund or the interest generated by it and as to whom those payments are made.


DISTRIBUTION AGREEMENT

An agreement which involves the sale of finished items of manufactured product (books, records, video cassettes and all sorts of finished goods). The rights which a company grants to a distributor under a distribution agreement for a defined term and throughout a designated territory. The rights granted to a distributor may be a mixture of exclusive rights and non-exclusive rights.


DIVORCE

The termination of marriage otherwise than by annulment or death.


E-COMMERCE

Short for electronic commerce, e-commerce refers to the performance of business transactions and agreements using computer signals, programs and communications.


EMPLOYMENT AGREEMENT

An agreement between an employer and an employee whereby the employee is hired by the employer, containing the terms and conditions of that employment.


EMPLOYMENT BENEFITS

Benefits provided to employees by an employer other than wages or salary such as life insurance, health insurance, car, mileage allowance, telephone allowance, educational benefits and pensions.


EMPLOYMENT RELATIONSHIP

The contractual relationship between an employer and an employee relating to the interaction, rights and obligations of each.


ENDURING POWER OF ATTORNEY

A power of attorney which is executed in pursuance of, and governed by, the Powers of Attorney Act 1996 which does not lapse on the occasion of the loss of mental capacity on the part of the person who gives the power to a third party.

See also Power of Attorney


ENVIRONMENTAL PROTECTION AGENCY

A State Agency governed by the Environmental Protection Agency Act 1992 set up to licence, regulate, monitor and control activities with a view to the protection and improvement of the environment.


ESTATE

In the context of a person''s death, the word ''estate'' is used to define the totality of the assets or the value of the assets which that person owned as of the date of death and which will be distributed after their death.

See also Will


EUROPEAN MEDIA-RELATED DIRECTIVES

Rules related to copyright that have been developed and introduced since 1992 by the European Union Commission after its major review of copyright law in the EU member states. The directives are designed to guide member states in media-related areas and to provide uniform direction on issues including: the legal protection of databases; satellite transmission and cable retransmission; distribution and rental rights; protection of computer programs; copyright and neighbouring rights; and television broadcasting. These directives supplement each member''s existing intellectual property laws.


FRANCHISE AGREEMENT

An agreement authorising one party to use, exploit and trade under the name of another for a one-off or ongoing fee payment, in accordance with specific written requirements of that party.


GUARANTEE

A promise to answer for the default of another person, for example, where a ''surety'' commits himself to another for the performance of the liabilities and obligations of a third party to that other person.


GUARDIANSHIP

The protection of the person, property and rights of a minor.


INHERITANCE

The receipt of property on the death of its owner, or on the death of any person having a prior interest in same.


INJUNCTION

An order of the court directing a defendant in an action to do, or restraining him from doing, certain acts or engaging in certain activity.


INSOLVENCY

The inability to pay debts as they fall due.


INTELLECTUAL PROPERTY

The collective name given to right of copyright, patents, trade marks, moral rights, and industrial designs resulting from creativity and invention.

See also Copyright, Patent, and Trade Mark


INTESTACY

Dying without making a valid will. Partial intestacy is where a will validly deals with a portion of the deceased''s property and the remainder has not been referred to, or properly dealt with, and is therefore distributed in accordance with the law of the State.


INTER-LENDER AGREEMENT

An agreement between two or more banks or lending institutions holding security for loans advanced to the same borrower which regulates the relationship between the lenders and the degree of priority which the loan in favour of any one lender enjoys in respect of the loans due to the other lenders.


JUDICIAL SEPARATION

The separation of parties to a marriage by an order of the court. Unlike divorce, the marriage is not ended and legally continues to exist.

See also Separation Agreement and Divorce


LANDLORD

The owner (the ''lessor'') of land leased or rented to another called the ''tenant'' or ''lessee''. A landlord is also defined as the person for the time being entitled to receive (otherwise than as agent for another) the rent paid in respect of premises by the tenant thereof.

See also Tenant


LIBEL

The making of an untrue or unjustified statement against another person in writing which tends to lower that person in the eyes of right thinking members of society.

See also Defamation


LICENCING

Granting authority (a licence) to one party to undertake certain work or activity which otherwise would be prohibited.

See also Licencing Agreement


LICENCING AGREEMENT

An agreement under which a government, state authority, or the owner of property or rights (the licensor) grants rights or permission to another person (the licensee) to exploit or use such property or rights in full or to a limited degree, or which permits another person to exercise limited rights over property.

See also Licencing


LIFE INTEREST

An interest lasting for the duration of a person''s life and which automatically terminates on the occasion of the death of the person in question.


LIQUIDATOR

The person appointed either by the court or by the creditors of a company to ''cash in'' all of the assets of the company, pay its debts insofar as this can be done, and to distribute any surplus amongst the shareholders.


LIQUIDATION

The process by which a liquidator is appointed over the assets of a company and the assets of the company are realised to enable the liquidator to discharge its debts insofar as this can be done, and to distribute any surplus amongst the shareholders.


LITIGATION

The reference to the courts to resolve disputes that cannot be resolved otherwise.


MAINTENANCE

The financial upkeep or support of another person(s) on an ongoing basis.


MEDIATION

In the context of matrimonial law, a voluntary process of resolution whereby the parties accept that reconciliation is not possible and appoint a third party who makes recommendations regarding the division of assets, whether maintenance is payable by the parties, and so forth.


MERGER

The combining of two companies in any given way to make one new company. The most common method of merger today is by ''takeover'', where one company acquires most or all of the shares in another company, so that the latter becomes a subsidiary of the former.


MORAL RIGHTS

The right of a person to be identified as the author of a work (the paternity right); to object to any distortion, mutilation or modification or other derogatory action in relation to his work (the integrity right); and not to have anything falsely attributed to him (the right against false attribution).


MULTIMEDIA RIGHTS

Rights exploited in more than one media eg. video, DVD, TV, print, film, radio.


NEIGHBOURING RIGHTS

A generic term used to describe rights that are secondary to ''true'' copyrights and usually relate to performers and databases, which are regarded as being non-copyright matters.


PARI PASSU

Means literally ''with equal step'', ''equally'', ''without preference''. The term can refer to shares in a company ranking equally for all purposes, or to loans taken from two or more lenders ranking with the same degree of priority against the borrower.


PASSING OFF

Where one represents or closely copies products and images of another by the use of a similar name or trade mark or appearance in the hope of capitalising on the good name and reputation of the original product to sell a different one. To sustain a valid claim it is necessary to establish deception or confusion leading members of the public to assume that the copy product is that of the ''creator''.


PATENT

The protection of an invention that is susceptible of industrial application, is new and involves an inventive step. It is a personal property right and consequently may be assigned, licensed or charged by way of mortgage.


PENSION ADJUSTMENT ORDER

A court order designating that a portion of a spouse''s pension should be paid to a dependent spouse and/or children.


PERFORMING RIGHTS

The rights of performers in relation to the recording of their performance and/or the broadcasting of same which are governed by the Copyright and Related Rights Act 2000.


PFI (PRIVATE FINANCE INITIATIVES)

Public Finance Initiatives is the term used in the United Kingdom to describe partnerships between the private sector and the public sector for the purposes of designing, planning, financing, constructing and/or executing projects which are generally regarded as being the responsibility of the public sector. Infrastructural projects in the roads, water and waste sectors are key examples. In Ireland these initiatives are called Public Private Partnerships (PPP).


POWER OF ATTORNEY

A formal instrument by which a person or company (normally referred to as the ''principal'') gives power to another party (normally referred to as the ''attorney'') to act for him either in relation to certain specified matters (a limited or defined power of attorney) or generally (a general power of attorney) and to sign documents, enter into legal relationships and assume obligations on behalf of principal. An ordinary power of attorney can be given on a revocable basis or it can be made on an irrevocable basis for a fixed period of time. Under normal circumstances, a power of attorney is automatically revoked by the death of or by the loss of mental capacity of the principal.

See also Enduring Power of Attorney


PROFESSIONAL NEGLIGENCE

A failure to exercise the skill and knowledge reasonably expected of an ordinary member of that profession or trade.


PPP (PUBLIC PRIVATE PARTNERSHIPS)

Public Private Partnerships is the term used in Ireland to describe partnerships between the private sector and the public sector for the purposes of designing, planning, financing, constructing and/or executing projects which are generally regarded as being the responsibility of the public sector. Infrastructural projects in the roads, water and waste sectors are key examples. In the UK these partnerships are called Private Finance Initiatives (PFI).


PUBLISHER

A company (usually a publishing company or ''house'' which is either an independent publisher or an arm of a recording company) that acquires the rights of an author or composer to exploit on a percentage basis the property (lyrics, music, books) of the author for profit.

See also Publishing Contract and Writer''s Agreement


PUBLISHING CONTRACT

An agreement between a composer of a work and a publishing company giving the exclusive right to the publishing company to publish the works of the composer for a specified period of time. The composer assigns in advance the copyright in all compositions written, or to be written, by the composer during the specified time to the publisher and the publisher acquires the right to exploit the compositions.

See also Writer''s Agreement and Publisher


PUT OPTION

The unilateral right to commit another to a contractual relationship usually requiring that the other party purchase shares, property or other assets at a pre-determined price or formula and usually on the basis of pre-determined conditions. It may be in tandem with a call option.

See also Call Option


RECEIVER

The person appointed either by the court or by a creditor of a company to take over the control and management of a company from its directors. He usually sells the company or its assets to repay the creditor or creditors. The receiver may act as the manager of the property of a company and may manage it until the debt in question has been repaid and then return the assets to the company and to the control of its directors.

See also Receivership


RECEIVERSHIP

The process through which property is placed under the control of a receiver.

See also Receiver


RECORDING CONTRACT

A contract between an artist and a record company for the recording of the artist''s performance, with a view to its exploitation by the record company for the benefit of both parties. The contract will usually require the artist to record a set number of albums for an agreed royalty.


SEPARATION AGREEMENT

A contract made between husband and wife to regulate the conditions of their separation from one another, generally containing terms governing their relationship with one another including maintenance, ownership of the family home, custody and access to any children.

See also Judicial Separation


SHAREHOLDERS AGREEMENT

An agreement setting out the rights and obligations of shareholders in a company.


SHARE OPTION AGREEMENT

An agreement containing an entitlement on the part of one party to acquire shares in a company on a pre-determined formula.


SHARE PURCHASE AGREEMENT

A contract for the purchase of shares in a company or undertaking which is commonly used as a tax efficient mechanism (lower stamp duty) for the transfer of land or business assets owned by a company.


SHARE SALE AGREEMENT

A contract for the sale of shares in a company or undertaking which is commonly used as a tax efficient mechanism (lower capital gains tax) for the transfer of land or business assets owned by a company.


SLANDER

Defamation by means of the spoken word. The making of an untrue or unjustified statement against another person which tends to lower that person in the eyes of right thinking members of society.

See also Defamation


TAX PLANNING

The arrangement of one''s financial affairs so as to minimise the liability to tax, both in the present and in the future.


TENANT

One who holds property from another by means of an agreement, incorporating the rights and obligations of each party. The holder of such property is generally called a ''tenant'' or ''lessee'' and the owner a ''landlord'' or ''lessor''.

See also Landlord


TRADEMARK

An image capable of visual representation which distinguishes goods or services of one person from those of another.


TRUST

A method of separating the control of assets from the ownership of assets in a manner which effectively gives control to parties who may or may not be beneficially entitled to same.


UNFAIR DISMISSAL

The unlawful termination of a contract of employment. The Unfair Dismissals Acts 1977 to 1993 provide protection for employees against unfair dismissal from their jobs by specifying the grounds on which dismissals are judged to be unfair and providing an adjudication system and redress for employees whose dismissal is found to be unjustified.


WARRANTY

A formal assertion that the facts, the subject of that assertion, are true in all material respects which will give rise to compensation in favour of the person relying on such assertion in the event of the facts in question ultimately proving to be untrue.


WILL

An instrument in writing by which a person appoints representatives (called ''executors'') to give effect to his wishes in respect of his estate and which provides for the passing of his property after his death.

See also Estate


WRITER''S AGREEMENT

An agreement under which a writer contracts with a publisher whereby the publisher may commission and/or acquire the right to exploit the author''s work.

See also Publishing Contract and Publisher