Solicitors Qualifying Examination 2 (SQE2)

# SQE2 Study Notes — Law Underpinning Skills Stations

These notes support all five SQE2 practice areas. Every legal proposition is followed by the real case and real citation retrieved from the GetCaseLaw case_library corpus.

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## 1. DISPUTE RESOLUTION — Tort / Negligence

### Duty of Care

**The neighbour principle:** A manufacturer owes a duty of care to the ultimate consumer of their products to avoid acts or omissions that could reasonably foreseeably cause harm, even without a contractual relationship.
— *Donoghue v Stevenson* [1932] AC 562

**Assumption of responsibility to third parties:** A solicitor instructed to prepare a will owes a duty of care to the intended beneficiaries, not just to the testator/estate. The "assumption of responsibility" principle (from Hedley Byrne) is extended by policy to prevent the injustice of neither party having a remedy.
— *White v Jones* [1995] 2 AC 207; see also [1995] UKHL 5

**Employer's duty when providing a reference:** An employer owes a duty of care to an employee when preparing and providing an employment reference to a prospective employer. The defence of qualified privilege in defamation does not preclude a separate negligence duty for careless reference preparation.
— *Spring v Guardian Assurance* [1994] UKHL 7

**Natural hazards on land (measured duty):** The Goldman v Hargrave principle applies to all natural hazards, including land movement. Landowners must take reasonable preventive steps proportionate to their resources when they know of a natural hazard that could spread to neighbouring property.
— *Leakey v National Trust* [1980] QB 485

**Parent company liability for subsidiary employees:** A parent company can owe a direct duty of care to employees of its subsidiary where it has superior knowledge and the subsidiary's employees would reasonably rely on the parent using that knowledge for their protection. Four-part test established.
— *Chandler v Cape* [2012] EWCA Civ 525

**Group-wide policies and parent company duty:** Parent company liability is governed by ordinary negligence principles; a parent's promulgation of group-wide policies and standards may, in itself, give rise to a direct duty of care depending on the facts. Courts should not conduct a mini-trial at the jurisdiction/interlocutory stage.
— *Okpabi v Royal Dutch Shell* [2021] UKSC 3

### Damages in Negligence / Contract

**Mental distress damages — physical inconvenience requirement:** Damages for mental distress in contract are only recoverable where the breach causes physical inconvenience and discomfort, and such awards must be modest in amount.
— *Watts v Morrow* [1991] 1 WLR 1421

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## 2. DISPUTE RESOLUTION — Contract Law

### Anticipatory Breach

**Anticipatory repudiation — right to sue immediately:** Where one party to a contract clearly indicates before the time for performance that they will not fulfil their obligations, the other party may immediately treat the contract as breached and commence legal proceedings without waiting for the performance date to arrive.
— *Hochster v De La Tour* (1853) 2 E & B 678

### Third Party Rights

**Privity and specific performance:** A third party cannot sue on a contract made for their benefit at common law (privity rule). However, a party who is also the personal representative of an estate may bring an action in a representative capacity and obtain specific performance of a contract to pay an annuity.
— *Beswick v Beswick* [1967] UKHL 2

### Fiduciary Duties (Equity — relevant to Business Organisations stations)

**Fiduciary profit rule — scope and departure:** The equitable profit rule requires fiduciaries to account to their principals for all profits made from the fiduciary relationship unless the principal has given fully informed consent. The Supreme Court (seven-justice panel) considered whether to depart from *Regal (Hastings) v Gulliver* and *Boardman v Phipps*, ultimately confirming the longstanding rule.
— *Rukhadze v Recovery Partners GP Ltd* [2025] UKSC 10

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## 3. PROPERTY PRACTICE

### Registered Land — Alteration of the Register

**Register alteration — mistake and pre-registration deeds:** Title to registered land depends upon the register, not upon deeds. However, the register can be altered if it contains a mistake, and pre-registration deeds can be evidence of a mistake on the register under the Land Registration Act 2002 s.73.
— *Suhitharan v Iwaskiewicz* [2025] UKUT 144 (LC)

### Conveyancing Solicitors — Scope of Duty

**Conveyancing solicitors and off-plan purchases:** Conveyancing solicitors acting for buyers in off-plan development schemes owe duties of care whose scope is determined by the subject matter of the retainer. The court must identify (i) the nature of the duty; (ii) whether there was breach; (iii) the risk of harm against which the duty was imposed (scope of duty); (iv) factual causation; and (v) duty nexus.
— *Niprose Investments Ltd v Vincents Solicitors Ltd* [2024] EWHC 801 (Ch)

### Solicitor Professional Negligence — Limitation

**Limitation period — solicitor negligence — s.14A Limitation Act 1980:** In claims for professional negligence against solicitors, the limitation period may be extended under s.14A of the Limitation Act 1980 (3 years from the date of knowledge). The claimant must show they did not have the requisite knowledge earlier.
— *Etroy v Speechly Bircham LLP* [2023] EWHC 386 (Ch)

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## 4. WILLS, INTESTACY AND PROBATE ADMINISTRATION

### Testamentary Capacity

**The Banks v Goodfellow test and the Mental Capacity Act 2005:** The common law test of testamentary capacity (Banks v Goodfellow (1870) LR 5 QB 549) remains the applicable test for wills. The Mental Capacity Act 2005 does not replace it. A diagnosis of dementia is not conclusive of incapacity; the court examines whether the testator understood the nature of making a will, the extent of their estate, the claims of potential beneficiaries, and was free from disorder affecting their mind.
— *Baker v Hewston* [2023] EWHC 1145 (Ch)

**Testamentary capacity — weight given to drafting solicitor's evidence:** On a challenge to a will for lack of testamentary capacity, the evidence of the drafting solicitor and any medical practitioner are of particular importance. The court must consider what tasks those professionals undertook to assess capacity at the time of execution.
— *Hughes v Pritchard* [2022] EWCA Civ 386

### Will Execution — Rectification

**Rectification of a will executed by the wrong person:** Where a solicitor drafted mirror wills for a couple and presented each with the other's document, and each signed the wrong document, the court may admit the document to probate by applying rectification principles. The court treats the document as the deceased's will where it represents their true intentions but contains an obvious clerical error.
— *Marley v Rawlings* [2014] UKSC 51

### Proprietary Estoppel (relevant to Wills / Property Practice)

**Proprietary estoppel — farming inheritance promises:** Where a deceased made representations to grandchildren that the farm would be left to them on her death, and they relied on those representations to their detriment, a proprietary estoppel claim may succeed notwithstanding a different will. The court also considers whether claimants come with clean hands.
— *Maile v Maile* [2025] EWHC 2494 (Ch)

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## 5. CRIMINAL LITIGATION

### Private Prosecutions and CPS Discontinuance

**CPS power to discontinue private prosecutions — evidential test:** The Director of Public Prosecutions has statutory power to take over and discontinue a private prosecution. The lawful standard is the "reasonable prospect of conviction" test (51% likelihood), as adopted in 2009. This is a lawful exercise of prosecutorial discretion, not an improper restriction on the right to bring a private prosecution.
— *R (Gujra) v Crown Prosecution Service* [2012] UKSC 52

### PACE — Biometric Data Retention

**Blanket retention of DNA/fingerprints breaches Article 8 ECHR:** The blanket statutory retention of DNA profiles and fingerprints of all arrested persons (whether convicted or not) under PACE s.64(1A) is incompatible with Article 8 ECHR (right to private life). Retention must be justified by reference to the individual's circumstances, the nature of the offence, and the strength of the evidence.
— *R (GC) v Commissioner of Police of the Metropolis* [2011] UKSC 21

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## 6. BUSINESS ORGANISATIONS, RULES AND PROCEDURES

### Company Law — Corporate Groups

**Parent company direct liability — four-part test:** A parent company may owe a direct duty of care to the employees of a subsidiary (without piercing the corporate veil) where: (1) the businesses of parent and subsidiary are in a relevant respect the same; (2) the parent has, or ought to have, superior knowledge on a relevant aspect of health and safety; (3) the subsidiary's system of work is unsafe; and (4) the parent knew or ought to have foreseen that the subsidiary or its employees would rely on the parent using that knowledge for the employees' protection.
— *Chandler v Cape* [2012] EWCA Civ 525

### Solicitors' Conflicts of Interest (Professional Conduct — pervasive)

**Solicitors acting for company and director — conflict:** Where a solicitors' firm acts at the same time for a company and for its director in circumstances where there is a conflict of interest between them, it may breach both fiduciary duties and the duty of care owed to the company.
— *Barrowfen Properties Ltd v Patel* [2020] EWHC 1145 (Ch)

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## ETHICS AND PROFESSIONAL CONDUCT (Pervasive)

SQE2 candidates must spot ethical issues without being prompted. Key intersections from the cases above:

- **White v Jones** [1995] 2 AC 207 — duty to act promptly on instructions; risk of limitation/delay.
- **Niprose Investments / Vincents** [2024] EWHC 801 (Ch) — scope of retainer; duty to advise on investment risk.
- **Barrowfen / Patel** [2020] EWHC 1145 (Ch) — conflicts of interest; solicitor acting for both company and director.
- **Etroy v Speechly Bircham** [2023] EWHC 386 (Ch) — competence; limitation periods; reporting obligations.
- **Marley v Rawlings** [2014] UKSC 51 — clerical errors; duty to check instructions and documents.

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*All cases retrieved from GetCaseLaw case_library corpus. Citations are as recorded in the corpus.*