Conditional discharge meaning

This checklist is intended for situations where you act for the buyer on the purchase of a registered freehold residential property, whether with vacant possession or subject to one or more leases. It is not comprehensive and will not anticipate every eventuality in every matter or transaction. You should always carefully consider if any other points need to be addressed. It includes the following principal sections: Preliminary matters Does the buyer need a mortgage to acquire the property? Before exchange of contracts Are you ready to exchange? Exchange of contracts Post exchange steps Between exchange and completion Are you ready to complete? Completion Post completion Preliminary matters Have you obtained instructions from the buyer? Thorough due diligence and smooth management of the deal demand a clear grasp of the buyer’s priorities and the proposed purchase terms from the outset. Take complete instructions and resolve any aspects that are ambiguous or out of the ordinary...

Moeve Trading S.A.U. (formerly CEPSA Trading SAU) v Mael Trading FZ LLC [2026] EWHC 17 (Comm) The background facts By a contract dated 4 April 2024, the parties agreed the sale of 9,000–9,500 MTs of gasoline and 5,000 MTs plus 5% of gasoil, both at the Buyers’ option, on Free on Board (FOB) terms at Algeciras, Spain (the Contract). The cargo was loaded on 12 July 2024 aboard the MV HARBOUR PROGRESS (the Vessel) and bills of lading were issued. One week later the Vessel arrived at Freetown, Sierra Leone, where notice of readiness was tendered. Discharge proceeded without presentation of the bills of lading, against a letter of indemnity, and the Buyers and their purchasers took delivery. On shipment, title to the cargo passed to the Buyers in line with the Contract’s express terms. The purchase price exceeded US$13 million and was payable upon presentation of the shipping documents, including the issued bills of lading. Payment was to be made under an LC opened in June 2024,...

Practice Note This Practice Note sets out the principal drafting, negotiating and legal considerations for a typical bilateral debenture issued for a particular deal with a single security provider. It is equally applicable to syndicated and all monies debentures, and to arrangements involving several security providers. Here, the security provider is called the Chargor and the secured party the Lender. It also signposts answers to commonly asked questions. A debenture is commonly used when the lender seeks security over a company’s entire asset base. For introductory guidance on debentures—what a debenture entails and who may grant one—see Practice Note: Key features of debentures. For broader guidance on preparing and negotiating security documents, including selecting an appropriate precedent and early-stage considerations, see Practice Note: How to draft and negotiate security documents in loan transactions. Debentures vary in structure, yet they tend to share similar provisions and usually adopt a common core format. For ease of use, the corresponding clause references are included in our Debenture: single company chargor—bilateral—specific monies. This...

What is novation of a contract? At certain points, rather than transferring the benefit of a contract to a third party, the original counterparties may prefer to discharge their mutual obligations and, effectively, put the arrangement in place afresh, with the third party replacing one of them. This is the usual form of novation. When advising a client, you should understand the conditions for a valid novation and the implications for both the incoming party and the departing novation party once novation occurs, some of which might be avoided at the drafting stage. A Precedent: Novation agreement—long form is available. For a practical overview of novating commercial contracts with links to relevant precedents, see Practice Note: How to novate a contract. For this Practice Note, the parties to the novation are referred to as: remaining party—(A) outgoing party—(B) incoming party—(C) ...

Court of Appeal—professional negligence ARCHIVED : This Practice Note has been archived and is not maintained. The Court of Appeal upheld an appeal in a claim against solicitors, holding that the loss of a chance head of damage was too remote. At first instance, the judge concluded that Lewis Silkin LLP had fallen below the required standard by not advising their client to include a jurisdiction provision in his employment agreement with a franchisee involved in the Indian Premier League’s Twenty20 competition. Because no jurisdiction clause appeared in the contract, when the client later issued proceedings against the franchisee over a severance entitlement, he faced jurisdictional challenges (ultimately dismissed) brought by the franchisee, which postponed his obtaining judgment for £10 million in severance. The client’s case was that, with proper advice on jurisdiction, the contract would have contained an exclusive jurisdiction clause. On that footing, he said, he would have secured judgment for the severance sum sooner (as there would have been no hold‑ups arising from jurisdiction objections) and...

This Deed is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, with registered number [ insert company number ], and whose registered office is at [ insert address ] (the “ Chargor ”); and 1 [ Insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the “ Security Agent ”). Recitals: (A) The Finance Parties have consented to provide loan facilities subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) As a condition precedent to the loan facilities becoming available, the Chargor must execute this Deed for the purpose of granting security in favour of the Security Agent in relation to the Secured Obligations (as defined below)...

This Deed is entered into on [ insert day and month ] 20[ insert year ], as of that date Parties [ insert name of Assignor ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (the Assignor); and [ insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ [ Facilities Agreement ] OR [ Intercreditor Agreement ] OR [ Security Trust Deed ] ] (the Security Agent). Recitals: (A) The Finance Parties have consented to provide the loan facilities, subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) A condition precedent to the availability of the loan facilities is that the Assignor enters into this Deed to provide security in favour of the Security Agent in respect of...

This Assignment is dated [ insert day and month ] 20[ insert year ]. Parties 1 [ insert name of Assignor ], a company incorporated in England and Wales with registered number [ insert company number ], having its registered office at [ insert address ] (the Assignor); and 2 [ insert name of Lender ] of [ insert address ] (the Lender). Background The Lender has agreed to provide a loan facility to the Assignor on the terms and conditions contained in the Facility Agreement (as defined below). As a condition precedent to the loan facility being available, the Assignor must enter into this Assignment to create security in favour of the Lender for the Secured Obligations (as defined below)...

Net settling a share award Net settling a share award is employed to cut down the quantity of shares a company is required to issue in order to discharge the award. Awards can, in principle, be net settled against both any exercise price due and any tax or National Insurance contributions (NICs) that arise. Key benefits of net settlement include reduced dilution for existing shareholders and the possibility for a company to stretch its headroom under any relevant dilution limits, thereby enabling those limits to accommodate more awards. Net settlement for tax and NICs means the company issues to the award holder a number of shares whose value equals the post‑tax amount they would have retained had they taken the full, gross allocation and sold sufficient shares on‑market to meet the pay as you earn (PAYE) and NICs obligations due at that point in time in practice. The company then settles the PAYE and NICs by remitting a cash payment to HMRC...