Legal Affairs Records UK

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Description of Business Function

The function of managing the organisation’s legal affairs, including managing the legal aspects of negotiating, establishing, maintaining and reviewing contracts and agreements and the handling claims or legal actions by or against the organisation (including the provision of legal opinions and advice within the organisation).

Basis of Retention and Disposition

The standard rule for contract and agreement records (aside from Scotland) is:

Retain Ordinary contracts until Contract End + 6 years

Retain contracts executed as a Deed until Contract End + 12 years

Retain contracts for Property Maintenance until Contract End + 15 years

Then destroy unless there is business need to retain for reference or there is a Legal Hold in place

The standard rule for contract and agreement records within Scotland is:

Retain contracts until Contract End + 5 years

However, retain contracts for Property Maintenance until Contract End + 20 years

Then destroy unless there is business need to retain for reference or there is a Legal Hold in place

The standard rule for legal claims, cases and disputes is to maintain for a minimum of 15 years then review. Records documenting litigation between the company and third parties where legal precedents are set would be held indefinitely.

This is based on their evidential and precedence value, with the retention periods for different types of contractual record aligning to time limits within the Limitation Act 1980.

Within Scotland, five years is based upon the short negative prescription period within the Prescription and Limitation (Scotland) Act 1973.

The period for property management is based upon the long negative prescription period of 20 years. It is possible where latent damage has occurred - i.e. for property maintenance - that the short negative prescription period might still be running when the long negative prescription expires, acting as a long-stop.

Retention Rules Per Record Type

Please use the following formatting for each row within the table below:

|-

| Name of record type || Retention period including any trigger || The legal citations and/or other rationale for determining this rule


Record Type Minimum Retention Period Rationale
Ordinary contracts Contract End + 6 years (5 years in scotland) Based on the Limitation Act 1980, c. 58, s. 5
Contracts executed as a Deed (e.g. Leases) Contract End + 12 years (20 years in Scotland) Based on the Limitation Act 1980, c. 58, s. 8
Contracts for Property Maintenance Contract End + 15 years (20 years in Scotland) Based on the Long stop for latent damage for actions relating to property, Limitation Act 1980, c. 58, s. 14B
Legal Opinions and Advice Provision Indefinite Based on ongoing precedent and evidential value
Legal Case Management Matter closed or Settled + 15 years (20 years in Scotland); Records documenting litigation between the company and third parties where legal precedents are set = Indefinite Based on their evidential and precedence value, aligning to time limits within the Limitation Act 1980

Citations

Please also see Contractual records retention and disposal schedule published by The National Archives http://www.nationalarchives.gov.uk/documents/information-management/sched_contractual.pdf

UK aside from Scotland:

Limitation Act 1980, s. 5, Time limit for actions founded on simple contract, "An action founded on simple contract shall not be brought after the expiration of six years from the date on which the cause of action accrued".

Limitation Act 1980, s. 8, Time limit for actions on a specialty i.e. relating to contracts executed as a deed, "(1)An action upon a specialty shall not be brought after the expiration of twelve years from the date on which the cause of action accrued".

Limitation Act 1980, c. 58, s. 14 (b) (1), Actions in respect of latent damage not involving personal injuries i.e. relating to property and work of contractors: "An action for damages for negligence, other than one to which section 11 of this Act applies, shall not be brought after the expiration of fifteen years from the date (or, if more than one, from the last of the dates) on which there occurred any act or omission— (a)which is alleged to constitute negligence; and (b)to which the damage in respect of which damages are claimed is alleged to be attributable (in whole or in part)".

There are similar limitation periods within the The Limitation (Northern Ireland) Order 1989 - 6 years for a simple contract within section 4, and 12 years for an instrument under seal within section 15, and 15 years for Overriding time limit for negligence actions not involving personal injuries in section 12.

Within Scotland:

The Prescription and Limitation (Scotland) Act 1973, Negative Prescription, s. 6, Extinction of obligations by prescriptive periods of five years, "(1)If, after the appropriate date, an obligation to which this section applies has subsisted for a continuous period of five years— (a)without any relevant claim having been made in relation to the obligation, and (b)without the subsistence of the obligation having been relevantly acknowledged, then as from the expiration of that period the obligation shall be extinguished"

The Prescription and Limitation (Scotland) Act 1973, SCHEDULE 1, Obligations Affected by Prescriptive Periods of Five Years under Section 6, "1Subject to paragraph 2 below, section 6 of this Act applies—S (a)to any obligation to pay a sum of money due in respect of a particular period— (i)by way of interest; (ii)by way of an instalment of an annuity; (iii)by way of feuduty or other periodical payment under a feu grant; (iv)by way of ground annual or other periodical payment under a contract of ground annual; (v)by way of rent or other periodical payment under a lease; (vi)by way of a periodical payment in respect of the occupancy or use of land, not being an obligation falling within any other provision of this sub-paragraph; (vii)by way of a periodical payment under a land obligation, not being an obligation falling within any other provision of this sub-paragraph;"

The Prescription and Limitation (Scotland) Act 1973, "7 Extinction of obligations by prescriptive periods of twenty years. S(1)If, after the date when any obligation to which this section applies has become enforceable, the obligation has subsisted for a continuous period of twenty years— (a)without any relevant claim having been made in relation to the obligation, and (b)without the subsistence of the obligation having been relevantly acknowledged, then as from the expiration of that period the obligation shall be extinguished" "2)This section applies to an obligation of any kind (including an obligation to which section 6 of this Act applies), not being an obligation [to which section 22A of this Act applies or an obligation] specified in Schedule 3 to this Act as an imprescriptible obligation [or an obligation to make reparation in respect of personal injuries within the meaning of Part II of this Act or in respect of the death of any person as a result of such injuries.]"