TSN Goes Limited
TSN are transitioning from a partnership to a limited company. The following letter to clients sets out all the details you need to know:
Conversion of TSN Partnership to TSN Limited
We write to you in connection with your engagement of TSN for the provision of legal services. The purpose of this communication is to advise that TSN (the “Firm”) has decidep carry on business going forward through a limited company, TSN Limited.
Please read the entire contents of this communication and respond as soon as possible.
The Firm’s Terms of Business, at clause 17, entitle the Firm to transfer, assign and novate all of the Firm’s rights or obligations under the Engagement Letter and the Terms of Business with you p successor. This includes any information, instructions, documents, records, data and any monies held on your behalf in the Firm’s Client Account (together referred to as your “Retainer”).
We are therefore writing to give you notice of our intention to transfer, assign and novate your Retainer to TSN Limited a company incorporated in Gibraltar and having registered number 119878p registered office at Suite 1, Burns House, 19 Town Range, Gibraltar with effect from 1st July 2021. From that date TSN Limited will provide all services under the Retainer p yourselves in place of the Firm.
In order to ensure a smooth transition in the continued provision of legal services by TSN Limited from that date, your existing Retainer with the Firm will be formally transferred, assignedp novated by the Firm to TSN Limited (the “Transfer ”). We will accordingly be grateful if you would kindly reply to this e-mail confirming your agreement to the Transfer. In the absp of a reply your continued instructions to TSN Limited in respect of the Retainer shall be taken to signify your agreement to the Transfer. The terms of the Transfer are contained in the attached schedule.
We confirm that apart from the change of legal personality from the Firm to TSN Limited, nothing else will change. The Retainer will be subject to the Terms of Business attached to p communication. You will also continue to be able to communicate with us at the same address, telephone, email addresses etc. The lawyers dealing with your Retainer and any instructions arising therefrom prior to the change will continue to deal with you going forward.
Please also note that as from 1st July 2021, all payments should be made to TSN Limited and not to the Firm. We will provide you with new bank account details for TSN Limited as required.
If you require any further information or clarification, please revert to your normal point of contact at TSN.
Terms of Transfer
As from 00:00:01hrs CEST on 1st July 2021 (the “Effective Date”), the conduct of the business of the Firm will be undertaken by TSN Limited. As a consequence, from the Effective Date legal services will be provided to you by TSN Limited in lieu of the Firm in accordance with the terms of the Retainer, any Engagement Letter and the Terms of Business.
As part of the Transfer process, the Firm assigns and novates all of its rights, obligations and liabilities under the Retainer to TSN Limited on the terms set out below.
(i) the Firm shall transfer all its rights and obligations and liabilities under the Retainer to TSN Limited;
(ii) TSN Limited will perform the Retainer and be bound by its terms and conditions in every way as if it were the original party to them in place of the Firm;
(iii) the Retainer should be read and construed as if each reference to the Firm therein is a reference to TSN Limited;
(iv) the client will perform your obligations under the Retainer and be bound by its terms in every way as if TSN Limited were the original party to them in place of the Firm;
(v) the client shall release and discharge the Firm from all claims and demands under or in connection with the Retainer, including without limitation claims for negligence and fraud, whether arising before, on, or after the Effective Date, and in each case whether known or unknown to the client as the releasing party;
(vi) the client and TSN Limited will each have the right to enforce the Retainer and pursue any claims and demands under them against each other with respect to matters arising before, on or after the Effective Date, as if TSN Limited were the original party to the Retainer instead of the Firm, and in each case even if such claims and demands arise in negligence or fraud;
(vii) the retainer will, in all other respects, continue in full force and effect on existing terms; and
(viii) the client should deal solely with TSN Limited in respect of the Retainer, any Engagement Letter and the Terms of Business.
(ix) The Transfer and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Gibraltar and the Supreme Court of Gibraltar shall have exclusive jurisdiction.